<PAGE>

                                                                   Exhibit 10.30

                     $250,000,000 REVOLVING CREDIT FACILITY

                                CREDIT AGREEMENT

                                  by and among

                       KPMG CONSULTING, INC., As Borrower,

                                       And

                      KPMG CONSULTING, LLC, As a Guarantor


                                       And

                        THE OTHER GUARANTORS PARTY HERETO

                                       And

                             THE BANKS PARTY HERETO

                                       And

           PNC BANK, NATIONAL ASSOCIATION, As the Administrative Agent

                                       And

    PNC CAPITAL MARKETS, INC. AND JPMORGAN SECURITIES, INC., As the Arrangers

                                       And


                   BARCLAYS BANK PLC, As the Syndication Agent

                                       And

      JPMORGAN CHASE BANK, CITIBANK, N.A. and BANK OF AMERICA, N.A., As the
                              Documentation Agents


                                       And

                         SUNTRUST BANK, As the Co-Agent


                            Dated as of May 29, 2002

                                       -i-

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                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

SCHEDULE 1.1(A)        -      PRICING GRID
SCHEDULE 1.1(B)        -      COMMITMENTS OF BANKS AND ADDRESSES FOR
                              NOTICES
SCHEDULE 1.1(E)               EQUITY INVESTMENT WRITEDOWNS
SCHEDULE 1.1(P)        -      PERMITTED LIENS
SCHEDULE 2.10          -      LETTERS OF CREDIT ISSUED UNDER PRIOR
                              CREDIT AGREEMENT
SCHEDULE 5.1.2         -      CAPITALIZATION
SCHEDULE 5.1.3         -      SUBSIDIARIES
SCHEDULE 5.1.13        -      CONSENTS AND APPROVALS
SCHEDULE 7.2.6         -      EXCEPTIONS AND ADJUSTMENTS TO EBITDA FOR
                              ANDERSEN ACQUISITION
SCHEDULE 7.2.1         -      PERMITTED INDEBTEDNESS
SCHEDULE 7.2.4         -      INVESTMENTS EXISTING AS OF THE CLOSING DATE


EXHIBITS


EXHIBIT 1.1(A)         -      ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)         -      BANK JOINDER
EXHIBIT 1.1(G)(1)      -      GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)      -      GUARANTY AGREEMENT
EXHIBIT 1.1(I)         -      INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(R)         -      REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)         -      SWING LOAN NOTE
EXHIBIT 2.4.1          -      REVOLVING LOAN REQUEST
EXHIBIT 2.4.2          -      SWING LOAN REQUEST
EXHIBIT 6.1.5          -      OPINION OF COUNSEL
EXHIBIT 7.2.6          -      ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.3.3          -      QUARTERLY COMPLIANCE CERTIFICATE

                                      -ii-

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                                CREDIT AGREEMENT

          THIS CREDIT AGREEMENT is dated as of May 29, 2002 and is made by and
among KPMG Consulting, Inc., a Delaware corporation (the "Borrower"), each of
the Guarantors (as hereinafter defined), the BANKS (as hereinafter defined), and
PNC BANK, NATIONAL ASSOCIATION, in its capacity as the administrative agent for
the Banks under this Agreement (hereinafter referred to in such capacity as the
"Administrative Agent"), Barclays Bank PLC, as the Syndication Agent, JPMorgan
Chase Bank, Citibank, N.A., and Bank of America, N.A., as the Documentation
Agents and Suntrust Bank, as the Co-Agent.



                                   WITNESSETH:

     WHEREAS, the Borrower has requested the Banks to provide a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$250,000,000; and

     WHEREAS, the revolving credit loan facility shall be used for general
corporate purposes, including acquisitions; and

     WHEREAS, the Banks are willing to provide such credit upon the terms and
conditions hereinafter set forth; and





     NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:


                             1. CERTAIN DEFINITIONS

     1.1  Certain Definitions.

          In addition to words and terms defined elsewhere in this Agreement,
the following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:

          Additional Bank shall have the meaning assigned to such term in
Section 10.20.

          Administrative Agent shall mean PNC Bank, National Association, and
its permitted successors and assigns.

          Administrative Agent's Fee shall have the meaning assigned to that
term in Section 9.15.

                                      -3-

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          Administrative Agent's Letter shall have the meaning assigned to that
term in Section 9.15.

          Affiliate as to any Person shall mean any other Person (i) which
directly or indirectly controls, is controlled by, or is under common control
with such Person, (ii) which beneficially owns or holds 10% or more of any class
of the voting or other equity interests of such Person, or (iii) 10% or more of
any class of voting interests or other equity interests of which is beneficially
owned or held, directly or indirectly, by such Person. Control, as used in this
definition, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise, including
the power to elect a majority of the directors or trustees of a corporation or
trust, as the case may be.

          Agreement shall mean this Credit Agreement, as the same may be
supplemented or amended from time to time, including all schedules and exhibits.

          Annual Statements shall have the meaning assigned to that term in
Section 5.1.9(i).

          Applicable Letter of Credit Fee Rate shall mean at any time an amount
equal to the Applicable Margin applicable to Revolving Credit Loans under the
Euro-Rate Option in effect at such at such time.

          Applicable Commitment Fee Rate shall mean the percentage rate per
annum at the indicated level of Leverage Ratio which shall be used to determine
the Commitment Fee as set forth in the pricing grid in Schedule 1.1(A) under the
heading "Revolving Credit Commitment Fee. "The Applicable Commitment Fee Rate
shall be computed in accordance with Schedule 1.1(A).

          Applicable Margin shall mean, as applicable:

          (A)  the percentage spread to be added to Euro-Rate under the
Euro-Rate Option at the indicated level of Leverage Ratio in the pricing grid on
Schedule 1.1(A) below the heading "Revolving Credit Euro-Rate Spread;" or

          (B)  the percentage spread to be added to Base Rate under the Base
Rate Option at the indicated level of Leverage Ratio in the pricing grid on
Schedule 1.1(A) below the heading "Revolving Credit Base Rate Spread".

The Applicable Margin shall be computed in accordance with the parameters set
forth on Schedule 1.1(A).

          Assignment and Assumption Agreement shall mean an Assignment and
Assumption Agreement by and among a Purchasing Bank, a Transferor Bank and the
Administrative Agent, as Administrative Agent and on behalf of the remaining
Banks, substantially in the form of Exhibit 1.1(A).

                                      -4-

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          Authorized Officer shall mean those individuals, designated by written
notice to the Administrative Agent from the Borrower, authorized to execute
notices, reports and other documents on behalf of the Loan Parties required
hereunder. The Borrower may amend such list of individuals from time to time by
giving written notice of such amendment to the Administrative Agent.

          Bank Joinder shall mean a joinder after the date hereof by a Bank
under this Agreement and the other Loan Documents in the form of Exhibit 1.1(B).

          Banks shall mean the financial institutions named on Schedule 1.1(B)
and their respective successors and assigns as permitted hereunder, each of
which is referred to herein as a Bank.

          Base Net Worth shall mean the sum of

          (A) $451,960,000,

          plus

          (B) 50% of consolidated net income if positive of the Borrower and its
Subsidiaries for each fiscal quarter in which net income was earned plus 90% of
the net increase in Consolidated Net Worth resulting from the issuance of any
equity securities by the Borrower, in each instance for the period from December
31, 2001 through the date of determination.

          Base Rate shall mean the greater of (i) the interest rate per annum
announced from time to time by the Administrative Agent at its Principal Office
as its then prime rate, which rate may not be the lowest rate then being charged
commercial borrowers by the Administrative Agent, or (ii) the Federal Funds
Effective Rate plus 1/2% per annum.

          Base Rate Option shall mean the option of the Borrower to have
Revolving Credit Loans bear interest at the rate and under the terms and
conditions set forth in Section 3.1.1(a)(i).

          Benefit Arrangement shall mean at any time an "employee benefit plan,"
within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a
Multiemployer Plan and which is maintained, sponsored or otherwise contributed
to by any member of the ERISA Group.

          Borrower shall mean KPMG Consulting, Inc., a corporation organized and
existing under the laws of the State of Delaware.

          Borrowing Date shall mean, with respect to any Loan, the date for the
making thereof or the renewal or conversion thereof at or to the same or a
different Interest Rate Option, which shall be a Business Day.

          Borrowing Tranche shall mean specified portions of Loans outstanding
as follows: (i) any Loans to which a Euro-Rate Option applies which become
subject to the same Interest Rate Option under the same Loan Request by the
Borrower and which have the same

                                      -5-

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Interest Period shall constitute one Borrowing Tranche, (ii) any Swing Loans
which have the same Swing Loan Interest Period shall constitute one Borrowing
Tranche, and (iii) all Loans to which a Base Rate Option applies shall
constitute one Borrowing Tranche.

          Business Day shall mean any day other than a Saturday or Sunday or a
legal holiday on which commercial banks are authorized or required to be closed
for business in Pittsburgh, Pennsylvania and if the applicable Business Day
relates to any Loan to which the Euro-Rate Option applies, such day must also be
a day on which dealings are carried on in the London interbank market.

          Cisco shall mean Cisco Systems, Inc., its successors and assigns.

          Cisco Agreements shall mean collectively the Alliance Agreement dated
December 29, 1999, between Cisco and the Borrower and all ancillary agreements
contemplated therein, including without limitation the Stock Purchase Agreement
and Investor Rights Agreement of the same date between the same parties all
other agreements and documents governing or relating to Cisco's investment in
Borrower.

          Closing Date shall mean the date of this Agreement.

          Co-Agent shall mean Suntrust Bank.

          Commercial Letter of Credit shall mean any Letter of Credit which is a
commercial letter of credit issued in respect of the purchase of goods or
services by one or more of the Loan Parties in the ordinary course of their
business.

          Commitment shall mean as to any Bank the aggregate of its Revolving
Credit Commitment and, in the case of the Administrative Agent, its Swing Loan
Commitment, and Commitments shall mean the aggregate of the Revolving Credit
Commitments, and the Swing Loan Commitment of all of the Banks and the
Administrative Agent.

          Commitment Fee shall mean the percentage rate per annum at the
indicated level of Leverage Ratio as set forth in the Pricing Grid in Schedule
1.1(A) below the heading "Revolving Credit Commitment Fees" shall be computed in
accordance with the parameters set forth in Schedule 1.1(A).

          Compliance Certificate shall have the meaning assigned to such term in
Section 7.3.3.

          Consideration shall mean with respect to any Permitted Acquisition,
the aggregate of (i) the cash paid by any of the Loan Parties, directly or
indirectly, to the seller in connection therewith, (ii) the Indebtedness
incurred or assumed by any of the Loan Parties, whether in favor of the seller
or otherwise and whether fixed or contingent, (iii) any Guaranty given or
incurred by any Loan Party in connection therewith, and (iv) any other
consideration given or obligation incurred by any of the Loan Parties in
connection therewith.

                                      -6-

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          Consolidated EBITDA for any period of determination shall mean the
consolidated EBITDA of the Borrower and its Subsidiaries for such period
determined and consolidated in accordance with GAAP.

          Consolidated Net Worth shall mean, as of any date of determination,
total stockholders' equity of the Borrower and its Subsidiaries as of such date
determined and consolidated in accordance with GAAP.

          Debt Rating shall mean the rating of the Borrower's senior unsecured
long-term debt by each of Standard & Poor's or Moody's.

          Dividend Limitation shall be computed following December 31, 2001 and
shall mean as of any date of determination the difference between (i) 50% of the
cumulative consolidated net income (net of losses) of the Borrower and its
Subsidiaries for quarters beginning on or after December 31, 2001 and ending on
or before such date of determination, less (ii) the amount of dividends or other
distributions paid on and after December 31, 2001.

          Documentation Agents shall mean JP Morgan Chase Bank, Citibank. N.A.
and Bank of America, N.A..


          Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money
of the United States of America.

          Drawing Date shall have the meaning assigned to that term in Section
2.10.3.2.

          EBITDA for any Person during any period of determination shall mean
the sum of net income, depreciation, amortization, interest expense and income
tax expense of such Person, plus (i) FAS 142 charges incurred on or before March
31, 2002 and deducted in arriving at such net income, and (ii) writedowns of the
net book value of equity investments listed on Schedule 1.1(E) in an amount not
to exceed $16,000,000 in the aggregate to the extent that such writedowns are
deducted in arriving at such net income.

          Environmental Complaint shall mean any written complaint by any Person
or Official Body setting forth a cause of action for personal injury or property
damage, natural resource damage, contribution or indemnity for response costs,
civil or administrative penalties, criminal fines or penalties, or declaratory
or equitable relief arising under any environmental laws or any order, notice of
violation, citation, subpoena, request for information or other written notice
or demand of any type issued by an Official Body pursuant to any environmental
laws.

          ERISA shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended or supplemented from time to time, and any successor
statute of similar import, and the rules and regulations thereunder, as from
time to time in effect.

          ERISA Group shall mean, at any time, the Borrower and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under

                                      -7-

<PAGE>

common control and all other entities which, together with the Borrower, are
treated as a single employer under Section 414 of the Internal Revenue Code.

          Euro-Rate shall mean, with respect to the Loans comprising any
Borrowing Tranche to which the Euro-Rate Option applies for any Euro-Rate Loan
Interest Period, the interest rate per annum determined by the Administrative
Agent by dividing (the resulting quotient rounded upwards, if necessary, to the
nearest 1/100th of 1% per annum) (i) the rate of interest determined by the
Administrative Agent in accordance with its usual procedures (which
determination shall be conclusive absent manifest error) to be the average of
the London interbank offered rates for U.S. Dollars quoted by the British
Bankers' Association as set forth on Dow Jones Markets Service (formerly known
as Telerate) (or appropriate successor or, if the British Bankers' Association
or its successor ceases to provide such quotes, a comparable replacement
determined by the Administrative Agent) display page 3750 (or such other display
page on the Dow Jones Markets Service system as may replace display page 3750)
two (2) Business Days prior to the first day of such Euro-Rate Loan Interest
Period for an amount comparable to such Borrowing Tranche and having a borrowing
date and a maturity comparable to such Euro-Rate Loan Interest Period by (ii) a
number equal to 1.00 minus the Euro-Rate Reserve Percentage. The Euro-Rate may
also be expressed by the following formula:

     Euro-Rate  =      Average of London interbank offered rates
                       quoted by BBA or appropriate successor as shown
                       on Dow Jones Markets Service display page 3750
                          1.00 minus Euro-Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent
shall give prompt notice to the Borrower of the Euro-Rate as determined or
adjusted in accordance herewith, which determination shall be conclusive absent
manifest error.

          Euro-Rate Loan shall mean any Loan made by any of the Banks to the
Borrower under a Euro-Rate Option.

          Euro-Rate Loan Interest Period shall mean the period of time selected
by the Borrower in connection with (and to apply to) any election permitted
hereunder by the Borrower to have Revolving Credit Loans bear interest under the
Euro-Rate Option. Subject to the last sentence of this definition, such period
shall be one, two, three or six Months. Such Euro-Rate Loan Interest Period
shall commence on the effective date of such Interest Rate Option, which shall
be (i) the Borrowing Date if the Borrower is requesting new Loans, or (ii) the
date of renewal of or conversion to the Euro-Rate Option if the Borrower is
renewing or converting to the Euro-Rate Option applicable to outstanding Loans.
Notwithstanding the second sentence hereof: (A) any Euro-Rate Loan Interest
Period which would otherwise end on a date which is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in
the next calendar month, in which case such Euro-Rate Loan Interest Period shall
end on the next preceding Business Day, and (B) the Borrower shall not select,
convert to or

                                      -8-

<PAGE>

renew a Euro-Rate Loan Interest Period for any portion of the Revolving Credit
Loans that would end after the Expiration Date.

          Euro-Rate Option shall mean the option of the Borrower to have
Revolving Credit Loans bear interest at the rate and under the terms and
conditions set forth in Section 3.1.1(a)(ii).

          Euro-Rate Reserve Percentage shall mean as of any day the maximum
percentage in effect on such day, as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining the reserve
requirements (including supplemental, marginal and emergency reserve
requirements) with respect to eurocurrency funding (currently referred to as
"Eurocurrency Liabilities") or a member bank in such System.

          Event of Default shall mean any of the events described in Section 8.1
and referred to therein as an "Event of Default."

          Expiration Date shall mean, with respect to the Commitments, the
earlier of (a) May 29, 2005 and (b) the date of the termination in whole of the
Commitments pursuant to the terms hereof.

          Facility Usage shall mean as of any date of determination the sum of
the Revolving Credit Loans, Swing Loans and Letters of Credit Outstanding on
such date.

          Federal Funds Effective Rate for any day shall mean the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

          Financial Projections shall have the meaning assigned to that term in
Section 5.1.9(ii).

          Foreign Subsidiary shall mean any Subsidiary of the Borrower which is
organized under the laws of a country other than the United States.

          GAAP shall mean generally accepted accounting principles as are in
effect from time to time, subject to the provisions of Section 1.3, and applied
on a consistent basis both as to classification of items and amounts.

          Governmental Acts shall have the meaning assigned to that term in
Section 2.10.8.

          Guarantor shall mean KPMG Consulting, LLC and each of the other
Subsidiaries of the Borrower (excluding Education Information Management Systems
LLC, KCI Funding Corporation and any Foreign Subsidiary which does not join this
Agreement as a Guarantor)

                                      -9-

<PAGE>

which is designated as a "Guarantor" on the signature page hereof and each other
Person which joins this Agreement as a Guarantor after the date hereof pursuant
to Section 10.18.

          Guarantor Joinder shall mean a joinder by a Person as a Guarantor
under this Agreement, the Guaranty Agreement and the other Loan Documents in the
form of Exhibit 1.1(G)(1).

          Guaranty of any Person shall mean any obligation of such Person
guaranteeing or in effect guaranteeing any liability or obligation of any other
Person in any manner, whether directly or indirectly, including any agreement to
indemnify or hold harmless any other Person, any performance bond or other
suretyship arrangement and any other form of assurance against loss, except
endorsement of negotiable or other instruments for deposit or collection in the
ordinary course of business.

          Guaranty Agreement shall mean a Guaranty and Suretyship Agreement to
be dated as of the Closing Date in substantially the form of Exhibit 1.1(G)(2)
executed and delivered by each of the Guarantors to the Administrative Agent for
the benefit of the Banks, as thereafter amended or replaced.

          Historical Statements shall have the meaning assigned to that term in
Section 6.1.9.

          Indebtedness shall mean, as to any Person at any time and without
duplication, any and all indebtedness, obligations or liabilities (whether
matured or unmatured, liquidated or unliquidated, direct or indirect, absolute
or contingent, or joint or several) of such Person for or in respect of: (i)
borrowed money , (ii) amounts raised under or liabilities in respect of any note
purchase or acceptance credit facility, (iii) reimbursement obligations
(contingent or otherwise) under any letter of credit, (iv) net liability arising
from exposure under any currency swap agreement, interest rate swap, cap, collar
or floor agreement or other hedging device unless such net liability results
from a hedge which qualifies under GAAP (including all applicable rules
promulgated by the Financial Accounting Standards Board), as amended, as a hedge
of foreign currency exposure or interest rate exposure, as calculated in
accordance with GAAP, (v) any other transaction (including forward sale or
purchase agreements, capitalized leases, conditional sales agreements and
amounts outstanding under the PNC Receivables Purchase Facility or under any
other asset securitization) having the commercial effect of a borrowing of money
entered into by such Person to finance its operations or capital requirements
(but not including trade payables and accrued expenses incurred in the ordinary
course of business which are not represented by a promissory note or other
evidence of indebtedness and which are not more than sixty (60) days past due),
unless being reasonably contested by the Borrower or its Subsidiaries, or (vi)
any Guaranty of Indebtedness for borrowed money.

          Ineligible Security shall mean any security which may not be
underwritten or dealt in by member banks of the Federal Reserve System under
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

                                      -10-

<PAGE>

                  Insolvency Proceeding shall mean, with respect to any Person,
(a) a case, action or proceeding with respect to such Person (i) before any
court or any other Official Body under any bankruptcy, insolvency,
reorganization or other similar Law now or hereafter in effect, or (ii) for the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of any Loan Party or otherwise
relating to the liquidation, dissolution, winding-up or relief of such Person,
or (b) any general assignment for the benefit of creditors, composition,
marshaling of assets for creditors, or other, similar arrangement in respect of
such Person's creditors generally or any substantial portion of its creditors;
undertaken under any Law.

                  Intercompany Subordination Agreement shall mean a
Subordination Agreement to be dated as of the Closing Date among the Loan
Parties in the form attached hereto as Exhibit 1.1(I), as thereafter amended or
replaced.

                  Interest Period shall mean either a Swing Loan Interest Period
or a Euro-Rate Loan Interest Period.

                  Interest Rate Option shall mean the Euro-Rate Option or the
Base Rate Option.

                  Interim Statements shall have the meaning assigned to that
term in Section 5.1.9 (i).

                  Internal Revenue Code shall mean the Internal Revenue Code of
1986, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder,
as from time to time in effect.

                  Investment in Foreign Subsidiary shall mean: (i) loans made,
either directly or indirectly, by the Loan Parties to Foreign Subsidiaries, (ii)
equity investments made, either directly or indirectly, by the Loan Parties in
Foreign Subsidiaries or (iii) other Investments made, either directly or
indirectly, by the Loan Parties in the Foreign Subsidiaries.

                  Investment shall have the meaning assigned to such term in
Section 7.2.4.

                  Investment Amount shall mean the total amount of any
Investment made by the Loan Parties in Persons other than the Loan Parties and
shall mean all of the following with respect to any such Person: (i) investments
or contributions by any of the Loan Parties directly or indirectly in or to the
capital of or other payments to or for the benefit of such Person, each such
investments or contributions to be valued at cost on the date on which such
investment is made, (ii) loans by any of the Loan Parties directly or indirectly
to such Person, (iii) guaranties by any of the Loan Parties directly or
indirectly of the obligations of such Person, or (iv) other obligations,
contingent or otherwise, of any of the Loan Parties to or for the benefit of
such Person.

                  IPO shall mean the initial public offering of the common stock
of the Borrower registered under the Securities Act of 1933, as amended, which
was completed on February 13, 2001.

                                      -11-

<PAGE>

                  Labor Contracts shall mean all employment agreements,
employment contracts, collective bargaining agreements and other agreements
among any Loan Party or Subsidiary of a Loan Party and its employees governing
the terms of their employment.

                  Law shall mean any law (including common law), constitution,
statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree, bond, judgment, authorization or approval, lien or
award of or settlement agreement with any Official Body.

                  Letter of Credit shall have the meaning assigned to that term
in Section 2.10.1.

                  Letter of Credit Borrowing shall have the meaning assigned to
such term in Section 2.10.3.4.

                  Letter of Credit Fee shall have the meaning assigned to that
term in Section 2.10.2.

                  Letters of Credit Outstanding shall mean at any time the sum
of (i) the aggregate undrawn face amount of outstanding Letters of Credit and
(ii) the aggregate amount of all unpaid and outstanding Reimbursement
Obligations and Letter of Credit Borrowings.

                  Leverage Ratio shall mean as of any date of determination, the
ratio of consolidated Indebtedness of the Borrower and its Subsidiaries existing
as of such date to their Consolidated EBITDA for the most recent four
consecutive quarters ended on or prior to such date of determination.

                  Lien shall mean any mortgage, deed of trust, pledge, lien,
security interest, charge or other encumbrance or security arrangement of any
nature whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or
not a lien or other encumbrance is created or exists at the time of the filing).

                  LLC Interests shall have the meaning given to such term in
Section 5.1.3.

                  Loan Documents shall mean this Agreement, the Administrative
Agent's Letter, the Guaranty Agreement, the Intercompany Subordination
Agreement, the Notes and any other instruments, certificates or documents
delivered or contemplated to be delivered hereunder or thereunder or in
connection herewith or therewith, as the same may be supplemented or amended
from time to time in accordance herewith or therewith, and Loan Document shall
mean any of the Loan Documents.

                  Loan Parties shall mean the Borrower and the Guarantors and
each domestic Subsidiary acquired pursuant to a Permitted Acquisition which will
be required to join this Credit Agreement as a Guarantor within 30 days or less
of such Permitted Acquisition and the due date for such delivery has not yet
occurred.

                                      -12-

<PAGE>

                  Loans shall mean collectively and Loan shall mean separately
all Revolving Credit Loans or Swing Loans, or any Revolving Credit Loan or Swing
Loan.

                  Material Adverse Change shall mean any set of circumstances or
events which (a) has or could reasonably be expected to have any material
adverse effect whatsoever upon the validity or enforceability of this Agreement
or any other Loan Document, (b) is or could reasonably be expected to be
material and adverse to the business, properties, assets, financial condition,
or results of operations of the Loan Parties taken as a whole, (c) impairs
materially or could reasonably be expected to impair materially the ability of
the Loan Parties taken as a whole to duly and punctually pay or perform its
Indebtedness, or (d) impairs materially or could reasonably be expected to
impair materially the ability of the Administrative Agent or any of the Banks,
to the extent permitted, to enforce their legal remedies pursuant to this
Agreement or any other Loan Document.

                  Material Aggregate of Non-Material Subsidiaries shall mean as
of any date of determination any group of Subsidiaries of the Borrower if either
(i) during the four (4) fiscal quarters ending on or immediately preceding the
date of determination (the "Preceding Four Quarters") the gross revenues of such
Subsidiaries collectively equaled or exceeded 10% of the consolidated gross
revenues of the Borrower and its Subsidiaries, or (ii) as of any quarter ending
during the Preceding Four Quarters the total assets of such Subsidiaries equaled
or exceeded 10% of the total consolidated assets of the Borrower and its
Subsidiaries.

                  Material Subsidiary shall mean as of any date of determination
any Subsidiary of the Borrower if either (i) during the four (4) fiscal quarters
ending on or immediately preceding the date of determination (the "Preceding
Four Quarters") the gross revenues of such Subsidiary equaled or exceeded 5% of
the consolidated gross revenues of the Borrower and its Subsidiaries, or (ii) as
of any quarter ending during the Preceding Four Quarters the total assets of
such Subsidiary equaled or exceeded 5% of the total consolidated assets of the
Borrower and its Subsidiaries.

                  Month, with respect to a Euro-Rate Loan Interest Period under
the Euro-Rate Option, shall mean the interval between the days in consecutive
calendar months numerically corresponding to the first day of such Euro-Rate
Loan Interest Period. If any Euro-Rate Loan Interest Period begins on a day of a
calendar month for which there is no numerically corresponding day in the month
in which such Euro-Rate Loan Interest Period is to end, the final month of such
Euro-Rate Loan Interest Period shall be deemed to end on the last Business Day
of such final month.

                  Moody's shall mean Moody's Investors Service, Inc. and its
successors.

                  Multiemployer Plan shall mean any employee benefit plan which
is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and
to which the Borrower or any member of the ERISA Group is then making or
accruing an obligation to make contributions or, within the preceding five Plan
years, has made or had an obligation to make such contributions.

                                      -13-

<PAGE>

                  Multiple Employer Plan shall mean a Plan which has two or more
contributing sponsors (including the Borrower or any member of the ERISA Group)
at least two of whom are not under common control, as such a plan is described
in Sections 4063 and 4064 of ERISA.

                  Notes shall mean the Revolving Credit Notes and Swing Note.

                  notices shall have the meaning assigned to that term in
Section 10.6.

                  Obligation shall mean any obligation or liability of any of
the Loan Parties to the Administrative Agent or any of the Banks, howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due, under or in
connection with this Agreement, the Notes, the Letters of Credit, the
Administrative Agent's Letter or any other Loan Document.

                  Offered Amount shall have the meaning assigned to such term in
Section 2.12.

                  Offered Rate Option shall mean the rate of interest quoted
from time to time by PNC Bank to the Borrower and accepted by the Borrower with
respect to a Swing Loan.

                  Official Body shall mean any national, federal, state, local
or other government or political subdivision or any agency, authority, board,
bureau, central bank, commission, department or instrumentality of either, or
any court, tribunal, grand jury or arbitrator, in each case whether foreign or
domestic.

                  Participation Advance shall mean, with respect to any Bank,
such Bank's payment in respect of its participation in a Letter of Credit
Borrowing according to its Ratable Share pursuant to Section 2.10.3.

                  Partnership Interests shall have the meaning given to such
term in Section 5.1.3.

                  PBGC shall mean the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA or any successor.

                  Permitted Acquisitions shall have the meaning assigned to such
term in Section 7.2.6.1(2).

                  Permitted Investments shall mean:

                  (i)  direct obligations of the United States of America or any
agency or instrumentality thereof or obligations backed by the full faith and
credit of the United States of America maturing in twelve (12) months or less
from the date of acquisition;

                  (ii) commercial paper maturing in 180 days or less rated not
lower than A-1, by Standard & Poor's or P-1 by Moody's Investors Service, Inc.
on the date of acquisition;

                                      -14-

<PAGE>

                  (iii) demand deposits, time deposits or certificates of
deposit maturing within one year in commercial banks whose obligations are rated
A-1, A or the equivalent or better by Standard & Poor's on the date of
acquisition;

                  (iv)  up to $25,000,000 in aggregate at any point in time of
demand deposits, time deposits or certificates of deposit maturing within one
year in commercial banks whose obligations are rated below A-1, A or the
equivalent or better by Standard & Poor's on the date of acquisition; and

                  (v)   mutual funds that invest substantially all of their
assets in investments described in clauses (i) through (iii) above.

                  Permitted Liens shall mean:

                  (i)   Liens for taxes, assessments, or similar charges,
incurred in the ordinary course of business and which are not yet due and
payable;

                  (ii)  Pledges or deposits made in the ordinary course of
business to secure payment of workmen's compensation, or to participate in any
fund in connection with workmen's compensation, unemployment insurance, old-age
pensions or other social security programs;

                  (iii) Liens of mechanics, materialmen, warehousemen, carriers,
or other like Liens, securing obligations incurred in the ordinary course of
business that are not yet due and payable and Liens of landlords securing
obligations to pay lease payments that are not yet due and payable or in
default;

                  (iv)  Good-faith pledges or deposits made in the ordinary
course of business to secure performance of bids, tenders, contracts (other than
for the repayment of borrowed money) or leases, not in excess of the aggregate
amount due thereunder, or to secure statutory obligations, or surety, appeal,
indemnity, performance or other similar bonds required in the ordinary course of
business;

                  (v)   Encumbrances consisting of zoning restrictions,
easements or other restrictions on the use of real property, none of which
materially impairs the use of such property or the value thereof, and none of
which is violated in any material respect by existing or proposed structures or
land use;

                  (vi)  Liens, security interests and mortgages in favor of the
Administrative Agent for the benefit of the Banks;

                  (vii) Liens on property leased by any Loan Party or Subsidiary
of a Loan Party under capital leases and under operating leases ( and securing
obligations of such Loan Party or Subsidiary to the lessor under such leases;

                  (viii) Liens on receivables and other assets, or sales of such
assets, incurred, granted or made pursuant to the PNC Receivables Purchase
Facility;

                                      -15-

<PAGE>

               (ix)  Any Lien existing on the date of this Agreement and
described on Schedule 1.1(P), provided that the principal amount secured thereby
is not hereafter increased, and no additional assets become subject to such
Lien;

               (x)   Purchase Money Security Interests, provided that the
aggregate amount of loans and deferred payments secured by such Purchase Money
Security Interests shall not exceed $25,000,000 (excluding for the purpose of
this computation any loans or deferred payments secured by Liens described on
Schedule 1.1(P)); and

               (xi)  The following, (A) if the validity or amount thereof is
being contested in good faith by appropriate and lawful proceedings diligently
conducted so long as levy and execution thereon have been stayed and continue to
be stayed or (B) if a final judgment is entered and such judgment is discharged,
bonded or stayed from execution within thirty (30) days of entry, and in either
case they do not in the aggregate, materially impair the ability of any Loan
Party to perform its Obligations hereunder or under the other Loan Documents:

                     (1)  Claims or Liens for taxes, assessments or charges due
               and payable and subject to interest or penalty, provided that the
               applicable Loan Party maintains such reserves or other
               appropriate provisions as shall be required by GAAP and pays all
               such taxes, assessments or charges forthwith upon the
               commencement of proceedings to foreclose any such Lien;

                     (2)  Claims, Liens or encumbrances upon, and defects of
               title to, real or personal property, including any attachment of
               personal or real property or other legal process prior to
               adjudication of a dispute on the merits;

                     (3)  Claims or Liens of mechanics, materialmen,
               warehousemen, carriers, or other statutory nonconsensual Liens;
               or

                     (4)  Liens resulting from final judgments or orders except
               to the extent constituting an Event of Default under Section
               8.1.6

               (xii) Liens on assets of businesses acquired pursuant to
Permitted Acquisitions, provided that the Indebtedness secured by such Liens is
permitted hereunder and does not exceed $40,000,000 in the aggregate, the amount
thereof is not increased and the Liens securing such Indebtedness are not
extended to other assets after the date of such Permitted Acquisition.

               Person shall mean any individual, corporation, partnership,
limited liability company, association, joint-stock company, trust,
unincorporated organization, joint venture, government or political subdivision
or agency thereof, or any other entity.

               Plan shall mean at any time an employee pension benefit plan
(including a Multiple Employer Plan, but not a Multiemployer Plan) which is
covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Internal Revenue Code and either (i) is maintained by
any member of the ERISA Group for employees of any member of the ERISA Group or
(ii) has at any time within the preceding five years been maintained by any

                                      -16-

<PAGE>

entity which was at such time a member of the ERISA Group for employees of any
entity which was at such time a member of the ERISA Group.

               PNC Bank shall mean PNC Bank, National Association, its
successors and assigns.

               PNC Receivables Purchase Facility shall mean that certain
$204,000,000 receivables Purchase facility dated May 22, 2000 among the
Borrower, as servicer, KPMG Consulting, LLC, as originator, KCI Funding
Corporation, as the seller, Market Street Funding Corporation as the purchaser
and PNC Bank as the program administrator and liquidity agent and the other
parties thereto, as previously and hereafter amended.

               Potential Default shall mean any event or condition which with
notice or passage of time would constitute an Event of Default.

               Principal Office shall mean the main banking office of the
Administrative Agent in Pittsburgh, Pennsylvania.

               Prior Credit Agreement shall mean that certain Credit Agreement
dated as of May 21, 2001, among the Borrower, Guarantors, PNC Bank, as
Administrative Agent and the other banks and other parties thereto.

               Prohibited Transaction shall mean any prohibited transaction as
defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA
that is not exempt under Section 408 of ERISA.

               Property shall mean all real property, both owned and leased, of
any Loan Party or Subsidiary of a Loan Party.

               Purchase Money Security Interest shall mean Liens upon tangible
personal property securing loans to any Loan Party or Subsidiary of a Loan Party
or deferred payments by such Loan Party or Subsidiary for the purchase of such
tangible personal property.

               Purchasing Bank shall mean a Bank which becomes a party to this
Agreement by executing an Assignment and Assumption Agreement.

               Ratable Share shall mean the proportion that a Bank's Commitment
(excluding the Swing Loan Commitment) bears to the Commitments (excluding the
Swing Loan Commitments) of all of the Banks.

               Regulation U shall mean Regulation U, T or X as promulgated by
the Board of Governors of the Federal Reserve System, as amended from time to
time.

               Reimbursement Obligation shall have the meaning assigned to such
term in Section 2.10.3.2.

                                      -17-

<PAGE>

               Reportable Event shall mean a reportable event described in
Section 4043 of ERISA and regulations thereunder with respect to a Plan or
Multiemployer Plan for which the 30 day reporting requirement is not waived by
regulation.

               Required Banks shall mean

               (A)  if there are no Loans, Reimbursement Obligations or Letter
of Credit Borrowings outstanding, Required Banks shall mean Banks whose
Commitments (excluding the Swing Loan Commitments) aggregate at least 51% of the
Commitments of all of the Banks, or

               (B)  if there are Loans, Reimbursement Obligations, or Letter of
Credit Borrowings outstanding, Required Banks shall mean

                    (i)  prior to a termination of the Commitments hereunder
pursuant to Section 8.2.1 or 8.2.2, any Bank or group of Banks if the sum of the
Revolving Credit Loans, Reimbursement Obligations and Letter of Credit
Borrowings of such Banks then outstanding aggregates at least 51% of the total
principal amount of all of the Revolving Credit Loans, Reimbursement Obligations
and Letter of Credit Borrowings then outstanding. Reimbursement Obligations and
Letter of Credit Borrowings shall be deemed, for purposes of this definition, to
be in favor of a participating Bank unless such participating Bank defaulted in
making a Participation Advance in respect thereof and shall be deemed to be in
favor of PNC Bank to the extent of any such default.

                    (ii) after a termination of the Commitments hereunder
pursuant to Section 8.2.1 or 8.2.2, any Bank or group of Banks if the sum of the
Loans, Reimbursement Obligations and Letter of Credit Borrowings of such Banks
then outstanding aggregates at least 51% of the total principal amount of all of
the Loans, Reimbursement Obligations and Letter of Credit Borrowings then
outstanding.

               Revolving Credit Commitment shall mean, as to any Bank at any
time, the amount initially set forth opposite its name on Schedule 1.1(B) in the
column labeled "Amount of Commitment for Revolving Credit Loans," and thereafter
on Schedule I to the most recent Assignment and Assumption Agreement, and
Revolving Credit Commitments shall mean the aggregate Revolving Credit
Commitments of all of the Banks.

               Revolving Credit Loan Request shall have the meaning given to
such term in Section 2.4.1. A Loan Request shall be used to select, convert to
or renew a Base Rate Option or Euro-Rate Option with respect to any new or
outstanding Revolving Credit Loan.

               Revolving Credit Loans shall mean collectively and Revolving
Credit Loan shall mean separately all Revolving Credit Loans or any Revolving
Credit Loan made by the Banks or one of the Banks to the Borrower pursuant to
Section 2.1 or 2.10.3.

               Revolving Credit Notes shall mean collectively and Revolving
Credit Note shall mean separately all the Revolving Credit Notes of the Borrower
in the form of Exhibit 1.1(R)

                                      -18-

<PAGE>

evidencing the Revolving Credit Loans together with all amendments, extensions,
renewals, replacements, refinancings or refundings thereof in whole or in part.

               Separation Agreements shall mean collectively the Separation
Agreement dated December 29, 1999, the Transition Services Agreement dated as of
February 13, 2001, and the Non-Competition Agreement dated as of February 13,
2001, between Borrower and KPMG LLP.

               Settlement Date shall mean any Business Day on which the
Administrative Agent elects to effect settlement pursuant to Section 4.6.

               Shares shall have the meaning assigned to that term in Section
5.1.2.

               Solvent shall mean, with respect to any Person on a particular
date, that on such date (i) the fair value of the property of such Person on a
going concern basis is greater than the total amount of liabilities, including,
without limitation, contingent liabilities, of such Person, (ii) the present
fair saleable value of the assets on a going concern basis of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (iii) such Person is
able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course
of business, (iv) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person's ability to pay as such
debts and liabilities mature, and (v) such Person is not engaged in business or
a transaction, and is not about to engage in business or a transaction, for
which such Person's property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
such Person is engaged. In computing the amount of contingent liabilities at any
time, it is intended that such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

               Standard & Poor's shall mean Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., and its successors.

               Standby Letter of Credit shall mean a Letter of Credit issued to
support obligations of one or more of the Loan Parties, contingent or otherwise,
which finance the working capital and business needs of the Loan Parties
incurred in the ordinary course of business.

               Subsidiary of any Person at any time shall mean (i) any
corporation or trust of which 50% or more (by number of votes) of the
outstanding capital stock or shares of beneficial interest normally entitled to
vote for the election of more directors or trustees (regardless of any
contingency which does or may suspend or dilute the voting rights) is at such
time owned directly or indirectly by such Person or one or more of such Person's
Subsidiaries, (ii) any partnership of which such Person is a general partner or
of which 50% or more of the partnership interests is at the time directly or
indirectly owned by such Person or one or more of such Person's Subsidiaries,
(iii) any limited liability company of which such Person is a member or of

                                      -19-

<PAGE>

which 50% or more of the limited liability company interests is at the time
directly or indirectly owned by such Person or one or more of such Person's
Subsidiaries or (iv) any corporation, trust, partnership, limited liability
company or other entity which is controlled by such Person or one or more of
such Person's Subsidiaries.

               Subsidiary Shares shall have the meaning assigned to that term in
Section 5.1.3.

               Supermajority of the Banks shall mean:

               (A)  if there are no Loans, Reimbursement Obligations or Letter
of Credit Borrowings outstanding, Required Banks shall mean Banks whose
Commitments (excluding the Swing Loan Commitments) aggregate at least 66-2/3% of
the Commitments of all of the Banks, or

               (B)  if there are Loans, Reimbursement Obligations, or Letter of
Credit Borrowings outstanding, Required Banks shall mean

                    (i)  prior to a termination of the Commitments hereunder
pursuant to Section 8.2.1 or 8.2.2, any Bank or group of Banks if the sum of the
Revolving Credit Loans, Reimbursement Obligations and Letter of Credit
Borrowings of such Banks then outstanding aggregates at least 66-2/3% of the
total principal amount of all of the Revolving Credit Loans, Reimbursement
Obligations and Letter of Credit Borrowings then outstanding. Reimbursement
Obligations and Letter of Credit Borrowings shall be deemed, for purposes of
this definition, to be in favor of a participating Bank unless such
participating Bank defaulted in making a Participation Advance in respect
thereof and shall be deemed to be in favor of PNC Bank to the extent of any such
default.

                    (ii) after a termination of the Commitments hereunder
pursuant to Section 8.2.1 or 8.2.2, any Bank or group of Banks if the sum of the
Loans, Reimbursement Obligations and Letter of Credit Borrowings of such Banks
then outstanding aggregates at least 66-2/3% of the total principal amount of
all of the Loans, Reimbursement Obligations and Letter of Credit Borrowings then
outstanding.

               Swing Loan Commitment shall mean PNC Bank's commitment to make
Swing Loans to the Borrower pursuant to Section 2.1.2 hereof in an aggregate
principal amount up to $20,000,000.

               Swing Loan Interest Period shall mean the period of time selected
by the Borrower in connection with any Swing Loan Request. Such period shall (i)
be no less than one (1) and no more than seven (7) days, (ii) shall end on a
Business Day, and (iii) shall end on or before the Expiration Date.

               Swing Loan Note shall mean the Swing Loan Note of the Borrower in
the form of Exhibit 1.1(S) evidencing the Swing Loans, together with all
amendments, extensions, renewals, replacements, refinancings or refundings
thereof in whole or in part.

                                      -20-

<PAGE>

          Swing Loan Request shall mean a request for Swing Loans made in
accordance with Section 2.4.2 hereof.

          Swing Loans shall mean collectively and Swing Loan shall mean
separately all Swing Loans or any Swing Loan made by PNC Bank to the Borrower
pursuant to Section 2.1.2 hereof.

          Syndication Agent shall mean Barclays Bank PLC.

          Transferor Bank shall mean the selling Bank pursuant to an Assignment
and Assumption Agreement.

     1.2  Construction.

          Unless the context of this Agreement otherwise clearly requires, the
following rules of construction shall apply to this Agreement and each of the
other Loan Documents:

          1.2.1. Number; Inclusion.

                 references to the plural include the singular, the plural, the
part and the whole; "or" has the inclusive meaning represented by the phrase
"and/or," and "including" has the meaning represented by the phrase "including
without limitation";

          1.2.2. Determination.

                 references to "determination" of or by the Administrative Agent
or the Banks shall be deemed to include good-faith estimates by the
Administrative Agent or the Banks (in the case of quantitative determinations)
and good-faith beliefs by the Administrative Agent or the Banks (in the case of
qualitative determinations) and such determination shall be conclusive absent
manifest error;

          1.2.3. Administrative Agent's Discretion and Consent.

                 whenever the Administrative Agent or the Banks are granted the
right herein to act in its or their sole discretion or to grant or withhold
consent such right shall be exercised in good faith;

          1.2.4. Documents Taken as a Whole.

                 the words "hereof," "herein," "hereunder," "hereto" and similar
terms in this Agreement or any other Loan Document refer to this Agreement or
such other Loan Document as a whole and not to any particular provision of this
Agreement or such other Loan Document;

                                      -21-

<PAGE>

          1.2.5. Headings.

                 the section and other headings contained in this Agreement or
such other Loan Document and the Table of Contents (if any), preceding this
Agreement or such other Loan Document are for reference purposes only and shall
not control or affect the construction of this Agreement or such other Loan
Document or the interpretation thereof in any respect;

          1.2.6. Implied References to this Agreement.

                 article, section, subsection, clause, schedule and exhibit
references are to this Agreement or other Loan Document, as the case may be,
unless otherwise specified;

          1.2.7. Persons.

                 reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted by
this Agreement or such other Loan Document, as the case may be, and reference to
a Person in a particular capacity excludes such Person in any other capacity;

          1.2.8. Modifications to Documents.

                 reference to any agreement (including this Agreement and any
other Loan Document together with the schedules and exhibits hereto or thereto),
document or instrument means such agreement, document or instrument as amended,
modified, replaced, substituted for, superseded or restated;

          1.2.9. From, To and Through.

                 relative to the determination of any period of time, "from"
means "from and including," "to" means "to but excluding," and "through" means
"through and including"; and

          1.2.10. Shall; Will.

                  references to "shall" and "will" are intended to have the same
meaning.

     1.3  Accounting Principles.


          Except as otherwise provided in this Agreement, all computations and
determinations as to accounting or financial matters and all financial
statements to be delivered pursuant to this Agreement shall be made and prepared
in accordance with GAAP (including principles of consolidation where
appropriate), and all accounting or financial terms shall have the meanings
ascribed to such terms by GAAP; provided, however, that all accounting terms
used in Section 7.2 [Negative Covenants] (and all defined terms used in the
definition of any accounting term used in Section 7.2) shall have the meaning
given to such terms (and defined terms) under GAAP as in effect on the date
hereof applied on a basis consistent with those used

                                      -22-

<PAGE>

in preparing the Annual Statements referred to in Section 5.1.9(i) [Historical
Statements]. In the event of any change after the date hereof in GAAP, and if
such change would result in the inability to determine compliance with the
financial covenants set forth in Section 7.2 based upon the Borrower's regularly
prepared financial statements by reason of the preceding sentence, then the
parties hereto agree to endeavor, in good faith, to agree upon an amendment to
this Agreement that would adjust such financial covenants in a manner that would
not affect the substance thereof, but would allow compliance therewith to be
determined in accordance with the Borrower's financial statements at that time.

          2.     REVOLVING CREDIT AND SWING LOAN FACILITIES

     2.1  Revolving Credit Commitments and Swing Loan Commitment.

          2.1.1. Revolving Credit Loans.

                 Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, each Bank severally agrees to
make Revolving Credit Loans to the Borrower at any time or from time to time on
or after the date hereof to the Expiration Date provided that after giving
effect to any such Loan (i) the aggregate amount of Revolving Credit Loans from
such Bank shall not exceed such Bank's Revolving Credit Commitment minus such
Bank's Ratable Share of the Letters of Credit Outstanding and (ii) the Facility
Usage shall not exceed lesser of (1) the Revolving Credit Commitments or (2) the
maximum Facility Usage permitted under Section 7.2.16. Within such limits of
time and amount and subject to the other provisions of this Agreement, the
Borrower may borrow, repay and reborrow pursuant to this Section 2.1.

          2.1.2. Swing Loan Commitment.

                 Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, and in order to facilitate
loans and repayments between Settlement Dates, PNC Bank shall make swing loans
(the "Swing Loans") to the Borrower at any time or from time to time after the
date hereof to, but not including, the Expiration Date, in an aggregate
principal amount up to but not in excess of $20,000,000 (the "Swing Loan
Commitment"), provided that after giving effect to such Swing Loans the Facility
Usage shall not exceed the lesser of (1) the Revolving Credit Commitments or (2)
the maximum Facility Usage permitted under Section 7.2.16. Within such limits of
time and amount and subject to the other provisions of this Agreement, the
Borrower may borrow, repay and borrow again pursuant to this Section 2.1.2.

     2.2  Nature of Banks' Obligations with Respect to Revolving Credit Loans.

          Each Bank shall be obligated to fund a portion of each Revolving
Credit Loan pursuant to Section 2.4.1 [Revolving Credit Loan Requests] in an
amount equal to its Ratable Share of such Revolving Credit Loan. The aggregate
of each Bank's Revolving Credit Loans outstanding hereunder to the Borrower at
any time shall never exceed its Revolving Credit

                                      -23-

<PAGE>

Commitment minus its Ratable Share of the Letters of Credit Outstanding and
Swing Loans outstanding. The obligations of each Bank hereunder are several. The
failure of any Bank to perform its obligations hereunder shall not affect any
other Bank's commitment or the Obligations of the Borrower to any other party
nor shall any other party be liable for the failure of such Bank to perform its
obligations hereunder. The Banks shall have no obligation to make Revolving
Credit Loans hereunder on or after the Expiration Date.

     2.3  Commitment Fees.

          Accruing from the date hereof until the Expiration Date, the
Borrower agrees to pay to the Administrative Agent for the account of each Bank,
as consideration for such Bank's Revolving Credit Commitment hereunder, a
nonrefundable commitment fee equal to the Applicable Commitment Fee Rate
(computed on the basis of a year of 360 days and actual days elapsed) on the
average daily difference between the amount of (i) such Bank's Revolving Credit
Commitment as the same may be constituted from time to time and (ii) the sum of
such Bank's Revolving Credit Loans and its Swing Loans outstanding plus its
Ratable Share of Letters of Credit Outstanding. All Commitment Fees shall be
payable in arrears on the first Business Day of each July, October, January and
April after the date hereof and on the Expiration Date or upon acceleration of
the Notes.

     2.4 Revolving Credit Loan Requests; Swing Loan Requests.

          2.4.1. Revolving Credit Loan Requests.

                 Except as otherwise provided herein, the Borrower may from time
to time prior to the Expiration Date request the Banks to make Revolving Credit
Loans, or renew or convert the Interest Rate Option applicable to existing
Revolving Credit Loans pursuant to Section 3.2 [Interest Periods], by delivering
to the Administrative Agent, not later than (i) 12:00 Noon, Pittsburgh time,
three (3) Business Days prior to the proposed Borrowing Date with respect to the
making of Revolving Credit Loans to which the Euro-Rate Option applies or the
conversion to or the renewal of the Euro-Rate Option for any Loans; and (ii)
2:00 p.m., Pittsburgh time one (1) Business Day prior to either the proposed
Borrowing Date with respect to the making of a Revolving Credit Loan to which
the Base Rate Option applies or the last day of the preceding Interest Period
with respect to the conversion to the Base Rate Option for any Loan, of a duly
completed request therefor substantially in the form of Exhibit 2.4.1 or a
request by telephone immediately confirmed in writing by letter, facsimile or
telex in such form (each, a "Revolving Credit Loan Request"), it being
understood that the Administrative Agent may rely on the authority of any
individual making such a telephonic request without the necessity of receipt of
such written confirmation. Each Revolving Credit Loan Request shall be
irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the
aggregate amount of the proposed Loans comprising each Borrowing Tranche, which
shall be in integral multiples of $1,000,000 and not less than $5,000,000 for
each Borrowing Tranche to which the Euro-Rate Option applies and not less than
the lesser of $1,000,000 or the maximum amount available for Borrowing Tranches
to which the Base Rate Option applies; (iii) whether the Euro-Rate Option or the
Base Rate Option shall apply to the proposed Loans comprising the applicable
Borrowing Tranche;

                                      -24-

<PAGE>

and (iv) in the case of a Borrowing Tranche to which the Euro-Rate Option
applies, an appropriate Interest Period for the Loans comprising such Borrowing
Tranche.

          2.4.2. Swing Loan Requests.

                 Except as otherwise provided herein, the Borrower may from time
to time prior to the Expiration Date request PNC Bank to make Swing Loans by
delivery to PNC Bank not later than 2:00 p.m., Pittsburgh time on the proposed
Borrowing Date of a duly completed request therefor substantially in the form of
Exhibit 2.4.2 hereto or a request by telephone immediately confirmed in writing
by letter, facsimile or telex (each, a "Swing Loan Request"), it being
understood that the PNC Bank may rely on the authority of any individual making
such a telephonic request without the necessity of receipt of such written
confirmation. Each Swing Loan Request shall be irrevocable and shall specify (i)
the proposed Borrowing Date, (ii) the Swing Loan Interest Period, and (iii) the
principal amount of such Swing Loan, which shall be not less than $500,000 and
shall be an integral multiple of $100,000.

     2.5  Making Revolving Credit Loans and Swing Loans.

          2.5.1. Revolving Credit Loan Requests.

          The Administrative Agent shall, promptly after receipt by it of a
Revolving Credit Loan Request pursuant to Section 2.4 [Revolving Credit Loan
Requests], notify the Banks of its receipt of such Revolving Credit Loan Request
specifying: (i) the proposed Borrowing Date and the time and method of
disbursement of the Revolving Credit Loans requested thereby; (ii) the amount
and type of each such Revolving Credit Loan and the applicable Interest Period
(if any); and (iii) the apportionment among the Banks of such Revolving Credit
Loans as determined by the Administrative Agent in accordance with Section 2.2
[Nature of Banks' Obligations]. Each Bank shall remit the principal amount of
each Revolving Credit Loan to the Administrative Agent such that the
Administrative Agent is able to, and the Administrative Agent shall, to the
extent the Banks have made funds available to it for such purpose and subject to
Section 6.2 [Each Additional Loan], fund such Revolving Credit Loans to the
Borrower in U.S. Dollars and immediately available funds at the Principal Office
prior to 2:00 p.m., Pittsburgh time, on the applicable Borrowing Date, provided
that if any Bank fails to remit such funds to the Administrative Agent in a
timely manner, the Administrative Agent may elect in its sole discretion to fund
with its own funds the Revolving Credit Loans of such Bank on such Borrowing
Date, and such Bank shall be subject to the repayment obligation in Section 9.16
[Availability of Funds].

          2.5.2. Making Swing Loans: Repayment.

                 So long as PNC Bank makes Swing Loans, PNC Bank shall, after
receipt by it of a Swing Loan Request pursuant to Section 2.4.2, fund such Swing
Loan to the Borrower in U.S. Dollars and immediately available funds at the
Principal Office prior to 3 p.m. Pittsburgh time on the Borrowing Date, such
request to specify the Interest Period (which shall also be the due date (the
"Swing Loan Due Date" for such Swing Loan). Swing Loans shall bear interest at

                                      -25-

<PAGE>

the Offered Rate Option. Swing Loans shall be repaid on the Swing Loan Due Date
or such earlier times as may be specified in this Agreement.

     2.6  Revolving Credit Notes.

          The Obligation of the Borrower to repay the aggregate unpaid principal
amount of the Revolving Credit Loans made to it by each Bank, together with
interest thereon, shall be evidenced by a Revolving Credit Note dated the
Closing Date payable to the order of such Bank in a face amount equal to the
Revolving Credit Commitment of such Bank.

     2.7  Swing Loan Note.

          The obligation of the Borrower to repay the unpaid principal amount of
the Swing Loans made to it by PNC Bank together with interest thereon shall be
evidenced by a promissory note of the Borrower dated the Closing Date in
substantially the form attached hereto as Exhibit 1.1(S) payable to the order of
PNC Bank in a face amount equal to the Swing Loan Commitment.

     2.8  Use of Proceeds.

          The proceeds of the Revolving Credit Loans shall be used for general
corporate purposes, including Permitted Acquisitions and in accordance with
Section 7.1.10 [Use of Proceeds].

     2.9  Borrowings to Repay Swing Loans.

          PNC Bank may, at its option, exercisable at any time for any reason
whatsoever, demand repayment of the Swing Loans, and each Bank shall make a
Revolving Credit Loan in an amount equal to such Bank's Ratable Share of the
aggregate principal amount of the outstanding Swing Loans, plus, if PNC Bank so
requests, accrued interest thereon, provided that no Bank shall be obligated in
any event to make Loans in excess of its Revolving Credit Commitment and that
the Facility Usage shall not exceed the Revolving Credit Commitment. Revolving
Credit Loans made pursuant to the preceding sentence shall bear interest at the
Base Rate Option and shall be deemed to have been properly requested in
accordance with Section 2.4.1 without regard to any of the requirements of that
provision. PNC Bank shall provide notice to the Banks (which may be telephonic
or written notice by letter, facsimile or telex) that such Revolving Credit
Loans are to be made under this Section 2.9 and of the apportionment among the
Banks, and the Banks shall be unconditionally obligated to fund such Revolving
Credit Loans (whether or not the conditions specified in Section 2.4.1 are then
satisfied and whether or not an Event of Default or Potential Default (including
any Event of Default specified in Section 8.1.13 or 8.1.14) exists at the time
PNC Bank so requests) not later than 3:00 p.m. Pittsburgh time on the Business
Day next after the date the Banks receive such notice from PNC Bank.

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<PAGE>

     2.10 Letter of Credit Subfacility.

          2.10.1. Issuance of Letters of Credit.

                  Borrower may request the issuance of letters of credit (each
such letter of credit, together with each letter of credit issued under the
Prior Credit Agreement, outstanding on the date hereof and referred to on
Schedule 2.10 (each of which shall be a Letter of Credit hereunder) is referred
to as a "Letter of Credit") on behalf of itself or another Loan Party by
delivering to the Administrative Agent a completed application and agreement for
letters of credit in such form as the Administrative Agent may specify from time
to time by no later than 1:00 p.m., Pittsburgh time, at least three (3) Business
Days, or such shorter period as may be agreed to by the Administrative Agent, in
advance of the proposed date of issuance. Each Letter of Credit shall be either
a Standby Letter of Credit or a Commercial Letter of Credit. Subject to the
terms and conditions hereof and in reliance on the agreements of the other Banks
set forth in this Section 2.10, the Administrative Agent will issue a Letter of
Credit provided that each Letter of Credit shall (A) have a maximum maturity of
twelve (12) months from the date of issuance, and (B) in no event expire later
than ten (10) Business Days prior to the Expiration Date and further provided
that in no event shall (i) the Letters of Credit Outstanding exceed, at any one
time, $30,000,000 or (ii) the Facility Usage exceed, at any one time, the lesser
of (1) the Revolving Credit Commitments or (2) the maximum Facility Usage
permitted under Section 7.2.16 [Maximum Facility Usage to EBITDA Attributable to
Loan Parties].

          2.10.2. Letter of Credit Fees.

                  Subject to the terms and conditions of this Agreement, PNC
Bank shall issue the requested Letters of Credit. The Borrower shall also pay to
the PNC Bank for its sole account the PNC Bank's then-in-effect customary fees
and administrative expenses payable with respect to the Letters of Credit as PNC
Bank may generally charge or incur from time to time in connection with the
issuance, maintenance, modification (if any), assignment or transfer (if any),
negotiation, and administration of Letters of Credit. The Borrower shall pay to
the Administrative Agent for the ratable account of the Banks a fee (the "Letter
of Credit Fee") equal to the Applicable Letter of Credit Fee Rate then in effect
(computed on the basis of a year of 360 days and actual days elapsed), which fee
shall be computed on the daily average Letters of Credit Outstanding and shall
be payable quarterly in arrears commencing with the first Business Day of each
July, October, January and April following issuance of each Letter of Credit and
on the Expiration Date.

          2.10.3. Disbursements, Reimbursement.

                         2.10.3.1   Immediately upon the Issuance of each Letter
of Credit, each Bank shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Administrative Agent a
participation in such Letter of Credit and each drawing thereunder in an amount
equal to such Bank's Ratable Share of the maximum amount available to be drawn
under such Letter of Credit and the amount of such drawing, respectively.

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<PAGE>

                         2.10.3.2   In the event of any request for a drawing
under a Letter of Credit by the beneficiary or transferee thereof, the
Administrative Agent will promptly notify the Borrower. Provided that it shall
have received such notice, the Borrower shall reimburse (such obligation to
reimburse the Administrative Agent shall sometimes be referred to as a
"Reimbursement Obligation") the Administrative Agent prior to 12:00 noon if
notice is received from the Administrative Agent on or before 10:00 am of such
day or after 3:00 PM on the preceding day or prior to 5:00 PM if notice is
received from the Administrative Agent on or before 3:00 PM of such day (the
12:00 noon or 5:00 pm deadline, as applicable, shall be referred to as the
"Reimbursement Deadline"), Pittsburgh time on each date that an amount is paid
by the Administrative Agent under any Letter of Credit (each such date, an
"Drawing Date") in an amount equal to the amount so paid by the Administrative
Agent. In the event the Borrower fails to reimburse the Administrative Agent for
the full amount of any drawing under any Letter of Credit by the applicable
Reimbursement Deadline , the Administrative Agent will promptly notify each Bank
thereof, and the Borrower shall be deemed to have requested that Revolving
Credit Loans be made by the Banks under the Base Rate Option to be disbursed on
the Drawing Date under such Letter of Credit, subject to the amount of the
unutilized portion of the Revolving Credit Commitment and subject to the
conditions set forth in Section 6.2 [Each Additional Loan] other than any notice
requirements. Any notice given by the Administrative Agent pursuant to this
Section 2.10.3.2 may be oral if immediately confirmed in writing; provided that
the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.

                         2.10.3.3   Each Bank shall upon any notice pursuant to
Section 2.10.3.2 make available to the Administrative Agent an amount in
immediately available funds equal to its Ratable Share of the amount of the
drawing, whereupon the participating Banks shall (subject to Section 2.10.3.4)
each be deemed to have made a Revolving Credit Loan under the Base Rate Option
to the Borrower in that amount. If any Bank so notified fails to make available
to the Administrative Agent for the account of the Administrative Agent the
amount of such Bank's Ratable Share of such amount by no later than two hours
after the Reimbursement Deadline, then interest shall accrue on such Bank's
obligation to make such payment, from the Drawing Date to the date on which such
Bank makes such payment (i) at a rate per annum equal to the Federal Funds
Effective Rate during the first three days following the Drawing Date and (ii)
at a rate per annum equal to the rate applicable to Loans under the Base Rate
Option on and after the fourth day following the Drawing Date. The
Administrative Agent will promptly give notice of the occurrence of the Drawing
Date, but failure of the Administrative Agent to give any such notice on the
Drawing Date or in sufficient time to enable any Bank to effect such payment on
such date shall not relieve such Bank from its obligation to fund its Ratable
Share of the reimbursement amount under this Section 2.10.3.3. If a Revolving
Credit Loan is made hereunder in sufficient amount to reimburse the
Administrative Agent for the draw on the same day as such draw, the Borrower
shall be deemed to have fully and timely satisfied its reimbursement obligations
under this Section 2.10.

                         2.10.3.4   With respect to any unreimbursed drawing
that is not converted into Revolving Credit Loans under the Base Rate Option to
the Borrower in whole or in part as contemplated by Section 2.10.3.2, because of
the Borrower's failure to satisfy

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<PAGE>

the conditions set forth in Section 6.2 [Each Additional Loan] other than any
notice requirements or for any other reason, the Borrower shall be deemed to
have incurred from the Administrative Agent a borrowing (each a "Letter of
Credit Borrowing") in the amount of such drawing. Such Letter of Credit
Borrowing shall be due and payable on demand (together with interest) and shall
bear interest at the rate per annum applicable to the Revolving Credit Loans
under the Base Rate Option. Each Bank's payment to the Administrative Agent
pursuant to Section 2.10.3.3 shall be deemed to be a payment in respect of its
participation in such Letter of Credit Borrowing and shall constitute a
"Participation Advance" from such Bank in satisfaction of its participation
obligation under this Section 2.10.3.

          2.10.4. Repayment of Participation Advances.

                         2.10.4.1   Upon (and only upon) receipt by the
Administrative Agent for its account of immediately available funds from the
Borrower (i) in reimbursement of any payment made by the Administrative Agent
under the Letter of Credit with respect to which any Bank has made a
Participation Advance to the Administrative Agent, or (ii) in payment of
interest on such a payment made by the Administrative Agent under such a Letter
of Credit, the Administrative Agent will pay to each Bank, in the same funds as
those received by the Administrative Agent, the amount of such Bank's Ratable
Share of such funds, except the Administrative Agent shall retain the amount of
the Ratable Share of such funds of any Bank that did not make a Participation
Advance in respect of such payment by Administrative Agent.

                         2.10.4.2   If the Administrative Agent is required at
any time to return to any Loan Party, or to a trustee, receiver, liquidator,
custodian, or any official in any Insolvency Proceeding, any portion of the
payments made by any Loan Party to the Administrative Agent pursuant to Section
2.10.4.1 in reimbursement of a payment made under the Letter of Credit or
interest or fee thereon, each Bank shall, on demand of the Administrative Agent,
forthwith return to the Administrative Agent the amount of its Ratable Share of
any amounts so returned by the Administrative Agent plus interest thereon from
the date such demand is made to the date such amounts are returned by such Bank
to the Administrative Agent, at a rate per annum equal to the Federal Funds
Effective Rate in effect from time to time.

          2.10.5. Documentation.

                  Each Loan Party agrees to be bound by the terms of the
Administrative Agent's application and agreement for letters of credit and the
Administrative Agent's written regulations and customary practices relating to
letters of credit as from time to time stated in such applications. In the event
of a conflict between such application or agreement and this Agreement, this
Agreement shall govern. It is understood and agreed that, except in the case of
gross negligence or willful misconduct, the Administrative Agent shall not be
liable for any error, negligence and/or mistakes, whether of omission or
commission, in following any Loan Party's instructions or those contained in the
Letters of Credit or any modifications, amendments or supplements thereto.

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<PAGE>

          2.10.6. Determinations to Honor Drawing Requests.

                  In determining whether to honor any request for drawing under
any Letter of Credit by the beneficiary thereof, the Administrative Agent shall
be responsible only to determine that the documents and certificates required to
be delivered under such Letter of Credit have been delivered and that they
comply on their face with the requirements of such Letter of Credit.

          2.10.7. Nature of Participation and Reimbursement Obligations.

                  Each Bank's obligation in accordance with this Agreement to
make the Revolving Credit Loans or Participation Advances, as contemplated by
Section 2.10.3, as a result of a drawing under a Letter of Credit, and the
Obligations of the Borrower to reimburse the Administrative Agent upon a draw
under a Letter of Credit, shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Section 2.10
under all circumstances, including the following circumstances:

                  (i)   any set-off, counterclaim, recoupment, defense or other
right which such Bank may have against the Administrative Agent, the Borrower or
any other Person for any reason whatsoever;

                  (ii)  the failure of any Loan Party or any other Person to
comply, in connection with a Letter of Credit Borrowing, with the conditions set
forth in Section 2.1 [Revolving Credit Commitments], 2.4 [Revolving Credit Loan
Requests], 2.4.2 [Making Revolving Credit Loans] or 6.2 [Each Additional Loan]
or as otherwise set forth in this Agreement for the making of a Revolving Credit
Loan, it being acknowledged that such conditions are not required for the making
of a Letter of Credit Borrowing and the obligation of the Banks to make
Participation Advances under Section 2.10.3;

                  (iii) any lack of validity or enforceability of any Letter of
Credit;

                  (iv)  any claim of breach of warranty that might be made by
any Loan Party or any Bank against any beneficiary of a Letter of Credit, or the
existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense
or other right which any Loan Party or any Bank may have at any time against a
beneficiary or any transferee of any Letter of Credit (or any Persons for whom
any such transferee may be acting), the Administrative Agent or any Bank or any
other Person or, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any underlying
transaction between any Loan Party or Subsidiaries of a Loan Party and the
beneficiary for which any Letter of Credit was procured);

                  (v)   the lack of power or authority of any signer of (or any
defect in or forgery of any signature or endorsement on) or the form of or lack
of validity, sufficiency, accuracy, enforceability or genuineness of any draft,
demand, instrument, certificate or other document presented under or in
connection with any Letter of Credit, or any fraud or alleged fraud in
connection with any Letter of Credit, or the transport of any property or
provisions of

                                      -30-

<PAGE>

services relating to a Letter of Credit, in each case even if the Administrative
Agent or any of the Administrative Agent's Affiliates has been notified thereof;

                  (vi)    payment by the Administrative Agent under any Letter
of Credit against presentation of a demand, draft or certificate or other
document which does not comply with the terms of such Letter of Credit;

                  (vii)   the solvency of, or any acts of omissions by, any
beneficiary of any Letter of Credit, or any other Person having a role in any
transaction or obligation relating to a Letter of Credit, or the existence,
nature, quality, quantity, condition, value or other characteristic of any
property or services relating to a Letter of Credit;

                  (viii)  any failure by the Administrative Agent or any of
Administrative Agent's Affiliates to issue any Letter of Credit in the form
requested by any Loan Party, unless the Administrative Agent has received
written notice from such Loan Party of such failure within three Business Days
after the Administrative Agent shall have furnished such Loan Party a copy of
such Letter of Credit and such error is material and no drawing has been made
thereon prior to receipt of such notice;

                  (ix)    any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any Loan
Party or Subsidiaries of a Loan Party;

                  (x)     any breach of this Agreement or any other Loan
Document by any party thereto;

                  (xi)    the occurrence or continuance of an Insolvency
Proceeding with respect to any Loan Party;

                  (xii)   the fact that an Event of Default or a Potential
Default shall have occurred and be continuing;

                  (xiii)  the fact that the Expiration Date shall have passed or
this Agreement or the Commitments hereunder shall have been terminated; and

                  (xiv)   any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing.

          2.10.8. Indemnity.

                  In addition to amounts payable as provided in Section 9.5
[Reimbursement of Administrative Agent by Borrower, Etc.], the Borrower hereby
agrees to protect, indemnify, pay and save harmless the Administrative Agent
from and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which the
Administrative Agent may incur or be subject to as a consequence, direct or
indirect, of the issuance of any Letter of Credit, other than as a result of (A)
the gross negligence or willful misconduct of the

                                      -31-

<PAGE>

Administrative Agent as determined by a final judgment of a court of competent
jurisdiction or (B) the wrongful dishonor by the Administrative Agent of a
proper demand for payment made under any Letter of Credit, except if such
dishonor resulted from any act or omission, whether rightful or wrongful, of any
present or future de jure or de facto government or governmental authority (all
such acts or omissions herein called "Governmental Acts").

          2.10.9. Liability for Acts and Omissions.

                  As between any Loan Party and the Administrative Agent, such
Loan Party assumes all risks of the acts and omissions of, or misuse of the
Letters of Credit by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, the Administrative Agent
shall not be responsible for: (i) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in connection
with the application for an issuance of any such Letter of Credit, even if it
should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged (even if the Administrative Agent shall have
been notified thereof); (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason; (iii) the
failure of the beneficiary of any such Letter of Credit, or any other party to
which such Letter of Credit may be transferred, to comply fully with any
conditions required in order to draw upon such Letter of Credit or any other
claim of any Loan Party against any beneficiary of such Letter of Credit, or any
such transferee, or any dispute between or among any Loan Party and any
beneficiary of any Letter of Credit or any such transferee; (iv) errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher;
(v) errors in interpretation of technical terms; (vi) any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) the
misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising
from causes beyond the control of the Administrative Agent, including any
Governmental Acts, and none of the above shall affect or impair, or prevent the
vesting of, any of the Administrative Agent's rights or powers hereunder.
Nothing in the preceding sentence shall relieve the Administrative Agent from
liability for the Administrative Agent's gross negligence or willful misconduct
in connection with actions or omissions described in such clauses (i) through
(viii) of such sentence. In no event shall the Administrative Agent or the
Administrative Agent's Affiliates be liable to any Loan Party for any indirect,
consequential, incidental, punitive, exemplary or special damages or expenses
(including without limitation attorneys' fees), or for any damages resulting
from any change in the value of any property relating to a Letter of Credit.

                  Without limiting the generality of the foregoing, the
Administrative Agent and each of its Affiliates (i) may rely on any oral or
other communication believed in good faith by the Administrative Agent or such
Affiliate to have been authorized or given by or on behalf of the applicant for
a Letter of Credit, (ii) may honor any presentation if the documents presented
appear on their face substantially to comply with the terms and conditions of
the relevant Letter of Credit; (iii) may honor a previously dishonored
presentation under a Letter of Credit, whether

                                      -32-

<PAGE>

such dishonor was pursuant to a court order, to settle or compromise any claim
of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to
the same extent as if such presentation had initially been honored, together
with any interest paid by the Administrative Agent or its Affiliate; (iv) may
honor any drawing that is payable upon presentation of a statement advising
negotiation or payment, upon receipt of such statement (even if such statement
indicates that a draft or other document is being delivered separately), and
shall not be liable for any failure of any such draft or other document to
arrive, or to conform in any way with the relevant Letter of Credit; and (v) may
pay any paying or negotiating bank claiming that it rightfully honored under the
laws or practices of the place where such bank is located.

                  In furtherance and extension and not in limitation of the
specific provisions set forth above, any action taken or omitted by the
Administrative Agent under or in connection with the Letters of Credit issued by
it or any documents and certificates delivered thereunder, if taken or omitted
in good faith, shall not put the Administrative Agent under any resulting
liability to the Borrower or any Bank.

     2.11  Reduction of Commitment.

                  The Borrower shall have the right at any time and from time to
time upon five (5) Business Days' prior written notice to the Administrative
Agent to permanently reduce, in whole multiples of $5,000,000 of principal, or
terminate the Revolving Credit Commitment without penalty or premium, except as
hereinafter set forth, provided that any such reduction or termination shall be
accompanied by (a) the payment in full of any Commitment Fee then accrued on the
amount of such reduction or termination and (b) prepayment of the Revolving
Credit Notes, together with the full amount of interest accrued on the principal
sum to be prepaid (and all amounts referred to in Section 4.5.2(i) hereof), to
the extent that the Facility Usage then outstanding exceeds the Revolving Credit
Commitment as so reduced or terminated. From the effective date of any such
reduction or termination the obligations of Borrower to pay the Commitment Fee
pursuant to Section 2.3 shall correspondingly be reduced or cease. The Agent
shall promptly notify the Banks of all notices delivered to the Agent pursuant
to this Section 2.11.

     2.12  Increase in Commitment.

           In the event that the purchase limit under the PNC Receivables
Purchase Facility is reduced below $150,000,000, the Borrower may request an
increase in the Commitments in an amount (the "Requested Increase") which may
not be less than $20,000,000 and may not exceed the lesser of the amount in (a)
or (b) below by delivering written notice to the Administrative Agent and the
Banks of such request:

           (a)    the difference between

                  (i)   $150,000,000, less

                  (ii)  the sum of:

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<PAGE>

                          (1)  the purchase limit as so reduced, plus

                          (2)  the amount of any increases in the Commitments
previously made pursuant to this Section 2.12,

          or

          (b)     the positive difference between $300,000,000 and the amount of
the Commitments then existing (so that the Commitments may not be increased
under this Section 2.12 to an amount that is in excess of $300,000,000).

The Borrower's notice shall specify the Requested Increase and the proposed date
of such increase (the "Effective Date") which shall be not less than thirty (30)
nor more than one hundred and twenty (120) days following the date of delivery
of such notice.

          2.12.1. Existing Banks.

                  After receiving such notice of a Requested Increase from the
Borrower, each Bank shall have the right, at its sole option, either (1) to
offer (which offer may be accepted by the Borrower as provided herein) to
increase its Commitment in an amount equal to its Ratable Share of the Requested
Increase or to (2) decline to increase its Commitment and shall respond in
writing to Borrower's notice (with a copy simultaneously sent to the
Administrative Agent), within twenty-one (21) days after receiving such notice
stating which of these two alternatives (i.e., increase or decline to increase)
it elects. The failure of any Bank to respond to any notice of a Requested
Increase shall be deemed notice by such Bank that it has declined such Requested
Increase. (Any Bank that offers to increase its Commitment shall be called an
"Increasing Bank" and the amount of such increase shall be referred to as the
"Offered Amount".) If every Bank offers to increase its Commitment, the
Commitments shall be increased on the Effective Date pursuant to an amendment or
other confirmation to be signed by the Loan Parties and the Banks as the Agent
may request. If one or more Banks declines to increase its Commitment (or does
not respond to the Borrower's notice within the time period specified above),
the Borrower shall within ten (10) days after receiving all of the responses
from the Banks either (1) accept the offers from the Increasing Banks and elect
not to request any additional offers from either the Banks or any new Bank, or
(2) offer the difference between the Requested Increase and the total of the
Offered Amounts (the "Unfulfilled Portion") to the Increasing Banks by
delivering to each Increasing Bank a notice thereof in writing with a copy to
the Administrative Agent and following the procedures in Section 2.12.2 [Second
Request From Existing Banks] (in which case the offers made by the Increasing
Banks shall continue to be in effect until the Borrower completes the procedures
set forth in such Section 2.12.2).

          2.12.2. Second Request From Existing Banks.

                  If the Borrower has offered an Unfulfilled Portion to the
Increasing Banks under Section 2.12.1, each Increasing Bank shall respond in
writing to Borrower (with a copy simultaneously sent to the Administrative
Agent), within five (5) days after receiving such offer

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<PAGE>

from Borrower, stating the maximum amount, if any, by which it is willing to
increase its Commitment (the "Second Offered Amount"). The failure of any Bank
to respond to any offer by the Borrower shall be deemed notice by such Bank that
it has declined such offer. If the total of the Second Offered Amounts for all
of the Banks exceeds the Unfulfilled Portion, the Unfulfilled Portion shall be
allocated to the Increasing Banks (which made second offers) in proportion to
their respective Second Offered Amounts. If the total of the Second Offered
Amounts for all of the Banks is less than the Unfulfilled Portion (such
difference being referred to as the "Remaining Unfulfilled Portion"), then:

                  (a)     if the total of the Offered Amounts plus Second
Offered Amounts is more than 50% of the Requested Increase, then

                          (i)   each Bank's Commitment shall increase by its
Offered Amount plus its Second Offered Amount (if any) and

                          (ii)  the Borrower may offer some or all of the
Remaining Unfulfilled Portion to one or more new banks pursuant to Section
2.12.3;

                  (b)     if the total of the Offered Amounts plus Second
Offered Amounts is less than 50% of the Requested Increase, then the Borrower at
its option, may elect either:

                          (i)   to have the provisions of clauses (i) and (ii)
of this Section 2.12.2 apply (i.e. accept the Offered Amount and Second Offered
Amounts of the Increasing Banks and offer some or all of the Remaining
Unfulfilled Portion to one or more new banks) or

                          (ii)  to reject all offers by the Increasing Banks,
and offer the entire Requested Increase to one or more new Banks pursuant to
Section 2.12.3;

          2.12.3. New Banks.

                  If the Borrower is permitted under Section 2.12.1 or 2.12.2 to
offer all or any portion of the Requested Increase in Commitments to a new bank
and a prospective new bank agrees to provide some or all of such portion, the
Borrower may ask the Administrative Agent for approval in writing of such new
bank. If the Administrative Agent approves of such new Bank in writing (which
approval shall not be unreasonably withheld or delayed), such new Bank shall
join this Agreement and provide the agreed upon amount of the increase in
Commitments pursuant to the procedures contained in Section 10.20.

                            3.   INTEREST RATES

     3.1  Interest Rate Options.

          The Borrower shall pay interest in respect of the outstanding unpaid
principal amount of the Revolving Credit Loans as selected by it from the Base
Rate Option or Euro-Rate

                                      -35-

<PAGE>

Option set forth below applicable to the Revolving Credit Loans, it being
understood that, subject to the provisions of this Agreement, the Borrower may
select different Interest Rate Options and different Interest Periods to apply
simultaneously to the Revolving Credit Loans comprising different Borrowing
Tranches and may convert to or renew one or more Interest Rate Options with
respect to all or any portion of the Revolving Credit Loans comprising any
Borrowing Tranche, provided that (1) there shall not be at any one time
outstanding more than five (5) Borrowing Tranches (excluding Borrowing Tranches
of Swing Loans) applicable to each of the Revolving Credit Loans, and (2) only
the Offered Rate Option shall apply to the Swing Loans. If at any time the
designated rate applicable to any Loan made by any Bank exceeds such Bank's
highest lawful rate, the rate of interest on such Bank's Loan shall be limited
to such Bank's highest lawful rate.

          3.1.1.  Interest Rate Options.

                  (a)  The Borrower shall have the right to select from the
following Interest Rate Options applicable to the Revolving Credit Loans
(subject to the provisions above regarding Swing Loans):

                       (i)   Revolving Credit Base Rate Option: A fluctuating
rate per annum (computed on the basis of a year of 365 or 366 days, as the case
may be, and actual days elapsed) equal to the Base Rate, such interest rate to
change automatically from time to time effective as of the effective date of
each change in the Base Rate; or

                       (ii)  Revolving Credit Euro-Rate Option: A rate per annum
(computed on the basis of a year of 360 days and actual days elapsed) equal to
the Euro-Rate plus the Applicable Margin.

                  (b)  Swing Loan Interest Rate Option. Swing Loans shall bear
interest under the Offered Rate Option.

          3.1.2.  Rate Quotations.

                  The Borrower may call the Administrative Agent on or before
the date on which a Revolving Credit Loan Request is to be delivered to receive
an indication of the rates then in effect, but it is acknowledged that such
projection shall not be binding (except with respect to Swing Loans) on the
Administrative Agent or the Banks nor affect the rate of interest which
thereafter is actually in effect when the election is made.

     3.2  Interest Periods.

          At any time when the Borrower shall select, convert to or renew a
Euro-Rate Option, the Borrower shall notify the Administrative Agent thereof
(who shall promptly give notice thereof to the Banks) at least three (3)
Business Days prior to the effective date of such Interest Rate Option by
delivering a Revolving Credit Loan Request. The notice shall specify an Interest
Period during which such Interest Rate Option shall apply. Notwithstanding the

                                      -36-

<PAGE>

preceding sentence, the following provisions shall apply to any selection of,
renewal of, or conversion to a Euro-Rate Option:

          3.2.1. Amount of Borrowing Tranche.

                 each Borrowing Tranche of Loans under the Euro-Rate Option
shall be in integral multiples of $1,000,000 and not less than $5,000,000.

          3.2.2. Renewals.

                 in the case of the renewal of a Euro-Rate Option at the end of
a Revolving Credit Loan Interest Period, the first day of the new Interest
Period shall be the last day of the preceding Revolving Credit Loan Interest
Period, without duplication in payment of interest for such day.

     3.3  Interest After Default.

          To the extent permitted by Law, upon the occurrence of an Event of
Default and until such time such Event of Default shall have been cured or
waived:

          3.3.1. Letter of Credit Fees, Interest Rate.

                 the Letter of Credit Fees and the rate of interest for each
Loan otherwise applicable pursuant to Section 2.10.2 [Letter of Credit Fees] or
Section 3.1 [Interest Rate Options], respectively, shall be increased by 2.0%
per annum; and

          3.3.2. Other Obligations.

                 each other Obligation hereunder (excluding interest if such
interest is not yet due and payable) if not paid when due shall bear interest at
a rate per annum equal to the sum of the rate of interest applicable under the
Base Rate Option plus an additional 2.0% per annum from the time such Obligation
becomes due and payable and until it is paid in full.

          3.3.3. Acknowledgment.

                 The Borrower acknowledges that the increase in rates referred
to in this Section 3.3 reflects, among other things, the fact that such Loans or
other amounts have become a substantially greater risk given their default
status and that the Banks are entitled to additional compensation for such risk;
and all such interest shall be payable by Borrower upon demand by Administrative
Agent.

                                      -37-

<PAGE>

     3.4  Interest Rate Unascertainable; Illegality; Increased Costs; Deposits
          Not Available.

          3.4.1. Unascertainable.

                 If on any date on which a Euro-Rate would otherwise be
determined, the Administrative Agent shall have determined that:

                 (i)   adequate and reasonable means do not exist for
ascertaining such Euro-Rate, or

                 (ii)  a contingency has occurred which in the reasonable
opinion of the Administrative Agent materially and adversely affects the
secondary market for negotiable certificates of deposit maintained by dealers of
recognized standing relating to the London interbank eurodollar market relating
to the Euro-Rate, the Administrative Agent shall have the rights specified in
Section 3.4.3.

          3.4.2. Illegality; Increased Costs; Deposits Not Available.

                 If at any time any Bank shall have determined that:

                 (i)   the making, maintenance or funding of any Loan to which a
Euro-Rate Option applies has been made impracticable or unlawful by compliance
by such Bank in good faith with any Law or any interpretation or application
thereof by any Official Body or with any request or directive of any such
Official Body (whether or not having the force of Law), or

                 (ii)  such Euro-Rate Option will not adequately and fairly
reflect the cost to such Bank of the establishment or maintenance of any such
Loan, or

                 (iii) after making all reasonable efforts, deposits of the
relevant amount in Dollars for the relevant Interest Period for a Loan, or to
banks generally, to which a Euro-Rate Option applies, respectively, are not
available to such Bank with respect to such Loan, or to banks generally,, in the
interbank eurodollar market, then such Bank shall have the rights specified in
Section 3.4.3.

          3.4.3. Administrative Agent's and Bank's Rights.

                 In the case of any event specified in Section 3.4.1 above, the
Administrative Agent shall promptly so notify the Banks and the Borrower
thereof, and in the case of an event specified in Section 3.4.2 above, such Bank
shall promptly so notify the Administrative Agent and endorse a certificate to
such notice as to the specific circumstances of such notice, and the
Administrative Agent shall promptly send copies of such notice and certificate
to the other Banks and the Borrower. Upon such date as shall be specified in
such notice (which shall not be earlier than the date such notice is given), the
obligation of (A) the Banks, in the case of such notice given by the
Administrative Agent, or (B) such Bank, in the case of such notice given by such
Bank, to allow the Borrower to select, convert to or renew a

                                      -38-

<PAGE>

Euro-Rate Option shall be suspended until the Administrative Agent shall have
later notified the Borrower, or such Bank shall have later notified the
Administrative Agent, of the Administrative Agent's or such Bank's, as the case
may be, determination that the circumstances giving rise to such previous
determination no longer exist. If at any time the Administrative Agent makes a
determination under Section 3.4.1 and the Borrower has previously notified the
Administrative Agent of its selection of, conversion to or renewal of a
Euro-Rate Option and such Interest Rate Option has not yet gone into effect,
such notification shall be deemed to provide for the selection of, conversion to
or renewal of the Base Rate Option otherwise available with respect to such
Loans if the Borrower has requested the Euro-Rate Option. If any Bank notifies
the Administrative Agent of a determination under Section 3.4.2, the Borrower
shall, subject to the Borrower's indemnification Obligations under Section 4.5.2
[Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on
the date specified in such notice either convert such Loan to the Base Rate
Option otherwise available with respect to such Loan or (except in the case of
events described in clauses (ii) and (iii) of Section 3.4.2) prepay such Loan in
accordance with Section 4.4 [Voluntary Prepayments]. Absent due notice from the
Borrower of conversion or prepayment, such Loan shall automatically be converted
to the Base Rate Option otherwise available with respect to such Loan upon such
specified date.

     3.5  Selection of Interest Rate Options.

          If the Borrower fails to select a new Interest Period to apply to any
Borrowing Tranche of Revolving Credit Loans under the Euro-Rate Option at the
expiration of an existing Interest Period applicable to such Borrowing Tranche
in accordance with the provisions of Section 3.2 [Interest Periods], the
Borrower shall be deemed to have converted such Borrowing Tranche to the Base
Rate Option, commencing upon the last day of the existing Interest Period.



                                  4.  PAYMENTS

     4.1  Payments.

          All payments and prepayments to be made in respect of principal,
interest, Commitment Fees, Letter of Credit Fees, Administrative Agent's Fee or
other fees or amounts due from the Borrower hereunder shall be payable prior to
11:00 a.m., Pittsburgh time, on the date when due without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived by the
Borrower, and without set-off, counterclaim or other deduction of any nature,
and an action therefor shall immediately accrue. Such payments shall be made to
the Administrative Agent at the Principal Office for the account of PNC Bank
with respect to the Swing Loans, for the ratable accounts of the Banks with
respect to the Revolving Credit Loans in U.S. Dollars and in immediately
available funds, and the Administrative Agent shall promptly distribute such
amounts to the Banks in immediately available funds, provided that in the event
payments are received by 11:00 a.m., Pittsburgh time, by the Administrative
Agent with respect to the Loans and such payments are not distributed to the
Banks on the same day received by the

                                      -39-

<PAGE>

Administrative Agent, the Administrative Agent shall pay the Banks the Federal
Funds Effective Rate with respect to the amount of such payments for each day
held by the Administrative Agent and not distributed to the Banks. The
Administrative Agent's and each Bank's statement of account, ledger or other
relevant record shall, in the absence of manifest error, be conclusive as the
statement of the amount of principal of and interest on the Loans and other
amounts owing under this Agreement and shall be deemed an "account stated."

     4.2  Pro Rata Treatment of Banks.

          Each borrowing of Revolving Credit Loans shall be allocated to each
Bank according to its Ratable Share, and each selection of, conversion to or
renewal of any Interest Rate Option applicable to Revolving Credit Loans, each
Commitment reduction and each payment or prepayment by the Borrower with respect
to principal or interest on the Revolving Credit Loans, Commitment Fees, Letter
of Credit Fees, or other fees (except for the Administrative Agent's Fee) or
amounts due from the Borrower hereunder to the Banks with respect to Revolving
Credit Loans, shall (except as provided in Section 3.4.3 [Administrative Agent's
and Bank's Rights] in the case of an event specified in Section 3.4 [Interest
Rate Unascertainable; Etc.], 4.4.2 [Replacement of a Bank] or 4.5 [Additional
Compensation in Certain Circumstances]) be made in proportion to the applicable
Revolving Credit Loans outstanding from each Bank and, if no such Loans are then
outstanding, in proportion to the Ratable Share of each Bank. Notwithstanding
any of the foregoing, each borrowing or payment or prepayment by the Borrower of
principal, interest, fees or other amounts from the Borrower with respect to
Swing Loans shall be made by or to PNC Bank according to Section 2.

     4.3  Interest Payment Dates

          Interest on Loans to which the Base Rate Option applies shall be due
and payable in arrears on the first Business Day of each July, October, January
and April after the date hereof and on the applicable Expiration Date or upon
acceleration of the applicable Notes. Interest on Revolving Credit Loans to
which the Euro-Rate Option applies shall be due and payable on the last day of
each Euro-Rate Loan Interest Period for those Loans and, if such Euro-Rate Loan
Interest Period is longer than three (3) Months, also on the 90th day of such
Euro-Rate Loan Interest Period. Interest on Swing Loans shall be due and payable
on the last day of the applicable Swing Loan Interest Period. Interest on the
principal amount of each Loan or other monetary Obligation shall be due and
payable on demand after such principal amount or other monetary Obligation
becomes due and payable (whether on the stated maturity date, upon acceleration
or otherwise).

     4.4  Voluntary and Mandatory Prepayments.

          4.4.1. Right to Prepay.

                 The Borrower shall have the right at its option from time to
time to prepay the Loans in whole or part without premium or penalty (except as
provided in Section 4.4.2 below or in Section 4.5 [Additional Compensation in
Certain Circumstances]):

                                      -40-

<PAGE>

                 (i)    at any time with respect to any Revolving Credit Loan to
which the Base Rate Option applies,

                 (ii)   on the last day of the applicable Interest Period with
respect to Revolving Credit Loans to which a Euro-Rate Option applies or with
respect to Swing Loans, provided that the Borrower may pay such Loans prior to
the last day of such Interest Period so long as the Borrower indemnifies the
Banks pursuant to Section 4.5.2, or

                 (iii)  on the date specified in a notice by any Bank pursuant
to Section 3.4 [Interest Rate Unascertainable, Etc.] with respect to any
Revolving Credit Loan to which a Euro-Rate Option applies.

                 Whenever the Borrower desires to prepay any part of the Loans,
it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m.,
Pittsburgh time, at least one (1) Business Day prior to the date of prepayment
of the Revolving Credit Loans or no later than 1:00 p.m., Pittsburgh time, on
the date of prepayment of Swing Loans, setting forth the following information:

                 (x)    the date, which shall be a Business Day, on which the
          proposed prepayment is to be made;

                 (y)    a statement indicating the application of the prepayment
          between the Swing Loans and Revolving Credit Loans; and

                 (z)    the total principal amount of such prepayment, which
          shall not be less than $500,000 for any Swing Loan, or $1,000,000 for
          any Revolving Credit Loan.

                 All prepayment notices shall be irrevocable. The principal
amount of the Loans for which a prepayment notice is given, together with
interest on such principal amount except with respect to Loans to which the Base
Rate Option applies, shall be due and payable on the date specified in such
prepayment notice as the date on which the proposed prepayment is to be made.
Except as provided in Section 3.4.3 [Administrative Agent's and Bank's rights],
if the Borrower prepays a Revolving Credit Loan but fails to specify the
applicable Borrowing Tranche which the Borrower is prepaying, the prepayment
shall be applied, first, to Revolving Credit Loans to which the Base Rate Option
applies, then to Revolving Credit Loans to which the Euro-Rate Option applies.
Any prepayment hereunder shall be subject to the Borrower's Obligation to
indemnify the Banks under Section 4.5.2 [Indemnity].

          4.4.2. Replacement of a Bank.

                 In the event any Bank (i) gives notice under Section 3.4
[Interest Rate Unascertainable, Etc.] or Section 4.5.1 [Increased Costs, Etc.],
(ii) does not fund Loans because the making of such Loans would contravene any
Law applicable to such Bank, (iii) becomes subject to the control of an Official
Body (other than normal and customary supervision), or (iv) seeks
indemnification for Taxes under Section 11.3, then the Borrower shall have the
right, at its

                                      -41-

<PAGE>

option, with the consent of the Administrative Agent, which shall not be
unreasonably withheld, to prepay the Loans of such Bank in whole , together with
all interest accrued thereon and any fees or other amounts due in connection
therewith, and terminate such Bank's Commitment, or to replace such Bank with
another Bank which purchases and assumes the Loans of the Bank to be replaced in
either such case within sixty (60) days after (x) receipt of such Bank's notice
under Section 3.4 [Interest Rate Unascertainable, Etc.] or 4.5.1 [Increased
Costs, Etc.], (y) the date such Bank has failed to fund Loans because the making
of such Loans would contravene Law applicable to such Bank, or (z) the date such
Bank became subject to the control of an Official Body, as applicable; provided
that the Borrower shall also pay to such Bank at the time of such prepayment or
replacement any amounts required under Section 4.5 [Additional Compensation in
Certain Circumstances] and any accrued interest due on such amount and any
related fees; provided further , however, that if the Borrower has elected to
prepay the Loans of a Bank and terminate its Commitment under this Section, the
Commitment of such Bank shall be provided by one or more of the remaining Banks
or a replacement bank reasonably acceptable to the Administrative Agent; and
provided, further, that the remaining Banks shall have no obligation hereunder
to increase their Commitments. Notwithstanding the foregoing, the Administrative
Agent may only be replaced subject to the requirements of Section 9.14
[Successor Administrative Agent] and provided that all Letters of Credit have
expired or been terminated or replaced.

          4.4.3. Change of Lending Office.

                 Each Bank agrees that upon the occurrence of any event giving
rise to increased costs or other special payments under Section 3.4.2
[Illegality, Etc.] or 4.5.1 [Increased Costs, Etc.] with respect to such Bank,
or in the event such Bank seeks indemnification for Taxes under Section 11.3, it
will if requested by the Borrower, use reasonable efforts (subject to overall
policy considerations of such Bank) to designate another lending office for any
Loans or Letters of Credit affected by such event, provided that such
designation is made on such terms that such Bank and its lending office suffer
no economic(including increased taxes), legal or regulatory disadvantage, with
the object of avoiding the consequence of the event giving rise to the operation
of such Section. Nothing in this Section 4.4.3 shall affect or postpone any of
the Obligations of the Borrower or any other Loan Party or the rights of the
Administrative Agent or any Bank provided in this Agreement.

          4.4.4. Mandatory Prepayment.

                 If the Borrower shall breach the covenant contained in Section
7.2.16 [Maximum Facility Usage to EBITDA Attributable to Loan Parties], the
Borrower shall, within two (2) Business Days of the occurrence of such breach
repay Loans (subject to its indemnity obligation in Section 4.5.2(i)) to the
extent required to cause the Borrower to comply with such Section 7.2.16.

                                      -42-

<PAGE>

     4.5  Additional Compensation in Certain Circumstances.

          4.5.1. Increased Costs or Reduced Return Resulting from Taxes,
                 Reserves, Capital Adequacy Requirements, Expenses, Etc.

                 If, after the date hereof, any Law, guideline or interpretation
or any change in any Law, guideline or interpretation or application thereof by
any Official Body charged with the interpretation or administration thereof or
compliance with any request or directive (whether or not having the force of
Law) of any central bank or other Official Body:

                 (i)    subjects any Bank to any tax or changes the basis of
taxation with respect to this Agreement, the Notes, the Loans or payments by the
Borrower of principal, interest, Commitment Fees, or other amounts due from the
Borrower hereunder or under the Notes (except for taxes on the net income of
such Bank),

                 (ii)   imposes, modifies or deems applicable any reserve,
special deposit or similar requirement against credits or commitments to extend
credit extended by, or assets (funded or contingent) of, deposits with or for
the account of, or other acquisitions of funds by, any Bank, or

                 (iii)  imposes, modifies or deems applicable any capital
adequacy or similar requirement (A) against assets (funded or contingent) of, or
letters of credit, other credits or commitments to extend credit extended by,
any Bank, or (B) otherwise applicable to the obligations of any Bank under this
Agreement,

and the result of any of the foregoing is to increase the cost to, reduce the
income receivable by, or impose any expense (including loss of margin) upon any
Bank with respect to this Agreement, the Notes or the making, maintenance or
funding of any part of the Loans (or, in the case of any capital adequacy or
similar requirement, to have the effect of reducing the rate of return on any
Bank's capital, taking into consideration such Bank's customary policies with
respect to capital adequacy) by an amount which such Bank in its sole discretion
deems to be material, such Bank shall from time to time notify the Borrower and
the Administrative Agent of the amount determined in good faith (using any
averaging and attribution methods employed in good faith) by such Bank to be
necessary to compensate such Bank for such increase in cost, reduction of
income, additional expense or reduced rate of return. Such notice shall set
forth in reasonable detail the basis for such determination. Such amount shall
be due and payable by the Borrower to such Bank ten (10) Business Days after
such notice is given.

          4.5.2. Indemnity.

                 In addition to the compensation required by Section 4.5.1
[Increased Costs, Etc.], the Borrower shall indemnify each Bank against all
liabilities, losses or expenses (including loss of margin, any loss or expense
incurred in liquidating or employing deposits from third parties and any loss or
expense incurred in connection with funds acquired by a Bank to

                                      -43-

<PAGE>

fund or maintain Loans subject to a Euro-Rate Option) which such Bank sustains
or incurs as a consequence of any

                 (i)    payment, prepayment, conversion or renewal of any Loan
to which a Euro-Rate Option applies or any Swing Loan on a day other than the
last day of the corresponding Interest Period (whether or not such payment or
prepayment is mandatory, voluntary or automatic and whether or not such payment
or prepayment is then due),

                 (ii)   attempt by the Borrower to revoke (expressly, by later
inconsistent notices or otherwise) in whole or part any Loan Requests under
Section 2.5 [Revolving Credit Loan Requests and Swing Loan Requests], or Section
3.2 [Interest Periods] or notice relating to prepayments under Section 4.4
[Voluntary Prepayments], or

                 (iii)  default by the Borrower in the performance or observance
of any covenant or condition contained in this Agreement or any other Loan
Document, including any failure of the Borrower to pay when due (by acceleration
or otherwise) any principal, interest, Commitment Fee or any other amount due
hereunder.

                 If any Bank sustains or incurs any such loss or expense, it
shall from time to time notify the Borrower of the amount determined in good
faith by such Bank (which determination may include such assumptions,
allocations of costs and expenses and averaging or attribution methods as such
Bank shall deem reasonable) to be necessary to indemnify such Bank for such loss
or expense. Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Borrower to such Bank
ten (10) Business Days after such notice is given.

     4.6  Settlement Date Procedures.

          In order to minimize the transfer of funds between the Banks and the
Administrative Agent, the Borrower may borrow, repay and borrow again Swing
Loans and PNC Bank may make Swing Loans as provided in Section 2.1.2 hereof. Not
later than 11:00 a.m., Pittsburgh time, on any Business Day (each a "Settlement
Date"), the Administrative Agent may at its option for any reason notify each
Bank of its Ratable Share of the total of the Swing Loans. Prior to 2:00 p.m.,
Pittsburgh time, on such Settlement Date, each Bank shall pay to the
Administrative Agent an amount equal to, and shall purchase, its Ratable Share
of the outstanding Swing Loans. These settlement procedures are established
solely as a matter of administrative convenience, and nothing contained in this
Section 4.6 shall relieve the Banks of their obligations to fund Revolving
Credit Loans.

                 5.     REPRESENTATIONS AND WARRANTIES

     5.1  Representations and Warranties.

          The Loan Parties, jointly and severally, represent and warrant to the
Administrative Agent and each of the Banks as follows:

                                      -44-

<PAGE>

          5.1.1. Organization and Qualification.

                 Each Loan Party and each Subsidiary of each Loan Party is a
corporation, partnership or limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization. Each Loan Party and each Subsidiary of each Loan Party has the
lawful power to own or lease its properties and to engage in the business it
presently conducts or proposes to conduct. Each Loan Party and each Subsidiary
of each Loan Party is duly licensed or qualified and in good standing in all
other jurisdictions where the property owned or leased by it or the nature of
the business transacted by it or both makes such licensing or qualification
necessary except to the extent that a failure to be in good standing is not
reasonably expected to result in a Material Adverse Change.

          5.1.2. Capitalization and Ownership.

                 As of the Closing Date, the authorized capital stock of the
Borrower and the ownership of such stock as of the Closing Date is (referred to
herein as the "Shares") which is issued and outstanding (ownership by
individuals may be disclosed in the aggregate) is indicated on Schedule 5.1.2.
All of the Shares have been validly issued and are fully paid and nonassessable.
As of the Closing Date there are no options, warrants or other rights
outstanding to purchase any such shares except as indicated on Schedule 5.1.2.

          5.1.3. Subsidiaries.

                 Schedule 5.1.3 states the name of each of the Borrower's
Subsidiaries, its jurisdiction of incorporation, its authorized capital stock,
the issued and outstanding shares (referred to herein as the "Subsidiary
Shares") and the owners thereof if it is a corporation, its outstanding
partnership interests (the "Partnership Interests") if it is a partnership and
its outstanding limited liability company interests, interests assigned to
managers thereof and the voting rights associated therewith (the "LLC
Interests") if it is a limited liability company; provided, however, that such
schedule need not state the authorized number of shares of equity interests or
the number of outstanding equity interests of any Foreign Subsidiary if it does
state the names and relative percentages of ownership of each owner of
outstanding equity interests of such Foreign Subsidiary. The Borrower and each
Subsidiary of the Borrower has good and marketable title to all of the
Subsidiary Shares, Partnership Interests and LLC Interests it purports to own,
free and clear in each case of any Lien subject to Permitted Liens. All
Subsidiary Shares, Partnership Interests and LLC Interests have been validly
issued, and all Subsidiary Shares are fully paid and nonassessable. All capital
contributions and other consideration required to be made or paid in connection
with the issuance of the Partnership Interests and LLC Interests have been made
or paid, as the case may be. There are no options, warrants or other rights
outstanding to purchase any such Subsidiary Shares, Partnership Interests or LLC
Interests except as indicated on Schedule 5.1.3. The Borrower shall update
Schedule 5.1.3 with each quarterly Compliance Certificate and with each
Guarantor Joinder delivered pursuant to Section 10.18 or otherwise under this
Agreement and shall not be required to update such Schedule at other times and
the warranties hereunder relating to such Schedule shall apply only on the dates
of such updates.

                                      -45-

<PAGE>

         5.1.4. Power and Authority.

                Each Loan Party has full power to enter into, execute, deliver
and carry out this Agreement and the other Loan Documents to which it is a
party, to incur the Indebtedness contemplated by the Loan Documents and to
perform its Obligations under the Loan Documents to which it is a party, and all
such actions have been duly authorized by all necessary proceedings on its part.

         5.1.5. Validity and Binding Effect.

                This Agreement has been duly and validly executed and delivered
by each Loan Party, and each other Loan Document which any Loan Party is
required to execute and deliver on or after the date hereof will have been duly
executed and delivered by such Loan Party on the required date of delivery of
such Loan Document. This Agreement and each other Loan Document constitutes, or
will constitute, legal, valid and binding obligations of each Loan Party which
is or will be a party thereto on and after its date of delivery thereof,
enforceable against such Loan Party in accordance with its terms, except to the
extent that enforceability of any such Loan Document may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforceability of creditors' rights generally or limiting the
right of specific performance.

         5.1.6. No Conflict.

                Neither the execution and delivery of this Agreement or the
other Loan Documents by any Loan Party nor the consummation of the transactions
herein or therein contemplated or compliance with the terms and provisions
hereof or thereof by any of them will conflict with, constitute a default under
or result in any breach of (i) the terms and conditions of the certificate of
incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or
other organizational documents of any Loan Party or (ii) any Law or any material
agreement or instrument or order, writ, judgment, injunction or decree to which
any Loan Party or any of its Subsidiaries is a party or by which it or any of
its Subsidiaries is bound or to which it is subject, or result in the creation
or enforcement of any Lien, charge or encumbrance whatsoever upon any property
(now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other
than Liens granted under the Loan Documents).

         5.1.7. Litigation.

                There are no actions, suits, proceedings or investigations
pending or, to the knowledge of any Loan Party, threatened against such Loan
Party or any Subsidiary of such Loan Party at law or equity before any Official
Body which individually or in the aggregate could reasonably be expected to
result in any Material Adverse Change. None of the Loan Parties or any
Subsidiaries of any Loan Party is in violation of any order, writ, injunction or
any decree of any Official Body which could reasonably be expected to result in
any Material Adverse Change.

                                      -46-

<PAGE>

         5.1.8. Title to Properties.

                Each Loan Party and each Subsidiary of each Loan Party has good
and marketable title to or valid leasehold interest in all properties, assets
and other rights which it purports to own or lease or which are reflected as
owned or leased on its books and records, free and clear of all Liens and
encumbrances except Permitted Liens, and subject to the terms and conditions of
the applicable leases.

         5.1.9. Financial Statements.

                (i)   Historical Statements. The Borrower has delivered to the
Administrative Agent copies of its audited consolidated year-end financial
statements for and as of the end of the two (2) fiscal years ended on June 30,
2001 (the "Annual Statements"). In addition, the Borrower has delivered to the
Administrative Agent copies of its unaudited consolidated interim financial
statements for the fiscal year to date and as of the end of the fiscal quarters
ended September 30, 2001, December 31, 2001 and March 31, 2002 (the "Interim
Statements") (the Annual and Interim Statements being collectively referred to
as the "Historical Statements"). The Historical Statements were compiled from
the books and records maintained by the Borrower's management, are correct and
complete in all material respects and fairly represent the consolidated
financial condition of the Borrower and its Subsidiaries as of their dates and
the results of operations for the fiscal periods then ended and have been
prepared in accordance with GAAP consistently applied, subject (in the case of
the Interim Statements) to normal year-end audit adjustments.

                (ii)  Financial Projections. The Borrower has delivered to the
Administrative Agent financial projections of the Borrower and its Subsidiaries
for the period June 30, 2002 through June 30, 2005 derived from various
assumptions of the Borrower's management (the "Financial Projections"). The
Financial Projections represent a reasonable range of possible results in light
of the history of the business, present and foreseeable conditions and the
intentions of the Borrower's management. The Financial Projections accurately
reflect the liabilities of the Borrower and its Subsidiaries upon consummation
of the transactions contemplated hereby as of the Closing Date.

                (iii) Accuracy of Financial Statements. Neither the Borrower nor
any Subsidiary of the Borrower has any liabilities, contingent or otherwise, or
forward or long-term commitments that are not disclosed in the Historical
Statements or in the notes thereto which are required under GAAP to be so
disclosed, and except as disclosed therein there are no unrealized or
anticipated losses from any commitments of the Borrower or any Subsidiary of the
Borrower which could reasonably be expected to cause a Material Adverse Change.
Since June 30, 2001, no Material Adverse Change has occurred.

                                      -47-

<PAGE>

         5.1.10. Use of Proceeds; Margin Stock.

                                5.1.10.1 General.

                      The Loan Parties shall use the proceeds of the Loans in
accordance with Sections 2.8 and 7.1.10.

                                5.1.10.2 Margin Stock.

                      None of the Loan Parties or any Subsidiaries of any Loan
Party engages or intends to engage principally, or as one of its important
activities, in the business of extending credit for the purpose, immediately,
incidentally or ultimately, of purchasing or carrying margin stock (within the
meaning of Regulation U). No part of the proceeds of any Loan has been or will
be used, immediately, incidentally or ultimately, to purchase or carry any
margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock or to refund Indebtedness originally incurred for such
purpose, or for any other purpose, in any such case which entails a violation of
or which is inconsistent with the provisions of the regulations of the Board of
Governors of the Federal Reserve System. None of the Loan Parties or any
Subsidiary of any Loan Party holds or intends to hold margin stock in such
amounts that more than 25% of the reasonable value of the assets of any Loan
Party or Subsidiary of any Loan Party are or will be represented by margin
stock.

         5.1.11. Full Disclosure.

                 Neither this Agreement nor any other Loan Document, nor any
certificate, statement, agreement or other documents furnished to the
Administrative Agent or any Bank in connection herewith or therewith, contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein and therein, in light
of the circumstances under which they were made, not misleading in any material
respect. There is no fact known to any Loan Party which could reasonably be
expected to result in a Material Adverse Change which has not been set forth in
this Agreement or in the certificates, statements, agreements or other documents
furnished in writing to the Administrative Agent and the Banks prior to or at
the date hereof in connection with the transactions contemplated hereby.

         5.1.12. Taxes.

                 All federal, state, local and other tax returns required to
have been filed with respect to each Loan Party and each Subsidiary of each Loan
Party have been filed, and payment or adequate provision has been made for the
payment of all taxes, fees, assessments and other governmental charges which
have or may become due pursuant to said returns or to assessments received,
except to the extent that such taxes, fees, assessments and other charges are
being contested in good faith by appropriate proceedings diligently conducted
and for which such reserves or other appropriate provisions, if any, as shall be
required by GAAP shall have been made. There are no agreements or waivers
extending the statutory period of limitations

                                      -48-

<PAGE>

applicable to any federal income tax return of any Loan Party or Subsidiary of
any Loan Party for any period.

         5.1.13. Consents and Approvals.

                 No consent, approval, exemption, order or authorization of, or
a registration or filing with, any Official Body or any other Person is required
by any Law or any agreement in connection with the execution, delivery and
carrying out of this Agreement and the other Loan Documents by any Loan Party,
except as listed on Schedule 5.1.13 which shall have been obtained or made on or
prior to the Closing Date and in full force and effect.

         5.1.14. No Event of Default; Compliance with Instruments.

                 No event has occurred and is continuing and no condition exists
or will exist after giving effect to the borrowings or other extensions of
credit to be made on the Closing Date under or pursuant to the Loan Documents
which constitutes an Event of Default or Potential Default. None of the Loan
Parties or any Subsidiaries of any Loan Party is in violation of (i) any term of
its certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, limited liability company
agreement or other organizational documents or (ii) any material agreement or
instrument to which it is a party or by which it or any of its properties may be
subject or bound where such violation would could reasonably be expected to
result in a Material Adverse Change.

         5.1.15. Patents, Trademarks, Copyrights, Licenses, Etc.

                 Each Loan Party and each Subsidiary of each Loan Party owns or
possesses all the material patents, trademarks, service marks, trade names,
copyrights, licenses, registrations, franchises, permits and rights necessary to
own and operate its properties and to carry on its business as presently
conducted and planned to be conducted by such Loan Party or Subsidiary, without
known possible, alleged or actual conflict with the rights of others except for
violations which could not reasonably be expected to result in a Material
Adverse Change.

         5.1.16. Insurance.

                 All insurance policies and performance, bid and similar bonds
to which any Loan Party or Subsidiary of any Loan Party is a party are valid and
in full force and effect. No notice has been given or claim made and no grounds
exist to cancel or avoid any of such policies or bonds or to reduce the coverage
provided thereby. Such policies and bonds provide adequate coverage from
reputable and financially sound insurers in amounts sufficient to insure the
assets and risks of each Loan Party and each Subsidiary of each Loan Party in
accordance with prudent business practice in the industry of the Loan Parties
and their Subsidiaries.

         5.1.17. Compliance with Laws.

                 The Loan Parties and their Subsidiaries are in compliance in
all material respects with all applicable Laws including environmental laws in
all jurisdictions in which any

                                      -49-

<PAGE>

Loan Party or Subsidiary of any Loan Party is presently or will be doing
business except where the failure to do so which could reasonably be expected to
result in a Material Adverse Change.

         5.1.18. Material Contracts; Burdensome Restrictions.

                 All material contracts relating to the business operations of
each Loan Party and each Subsidiary of any Loan Party, including all material
employee benefit plans and Labor Contracts are valid, binding and enforceable
upon such Loan Party or Subsidiary and each of the other parties thereto in
accordance with their respective terms, and there is no default thereunder, to
the Loan Parties' knowledge, with respect to parties other than such Loan Party
or Subsidiary. None of the Loan Parties or their Subsidiaries is bound by any
contractual obligation, or subject to any restriction in any organization
document or any requirement of Law which could reasonably be expected to result
in a Material Adverse Change.

         5.1.19. Investment Companies; Regulated Entities.

                 None of the Loan Parties or any Subsidiaries of any Loan Party
is an "investment company" registered or required to be registered under the
Investment Company Act of 1940 or under the "control" of an "investment company"
as such terms are defined in the Investment Company Act of 1940 and shall not
become such an "investment company" or under such "control." None of the Loan
Parties or any Subsidiaries of any Loan Party is subject to any other Federal or
state statute or regulation limiting its ability to incur Indebtedness for
borrowed money.

         5.1.20. Plans and Benefit Arrangements.

                 (i)  The Borrower and to the best of Borrower's knowledge after
reasonable inquiry each other member of the ERISA Group are in compliance in all
material respects with any applicable provisions of ERISA with respect to all
Benefit Arrangements, Plans and, to the best of Borrower's knowledge after
reasonable inquiry, Multiemployer Plans. There has been no Prohibited
Transaction with respect to any Benefit Arrangement or any Plan or, to the best
knowledge of the Borrower, with respect to any Multiemployer Plan or Multiple
Employer Plan, which could result in any material liability of the Borrower or
any other member of the ERISA Group. The Borrower and, to the best of Borrower's
knowledge after reasonable inquiry, all other members of the ERISA Group have
made when due any and all payments required to be made under any agreement
relating to a Multiemployer Plan or a Multiple Employer Plan or any Law
pertaining thereto. With respect to each Plan and Multiemployer Plan, the
Borrower and, to the best of Borrower's knowledge after reasonable inquiry, each
other member of the ERISA Group (i) have fulfilled in all material respects
their obligations under the minimum funding standards of ERISA, (ii) have not
incurred any liability to the PBGC other than premiums the payment of which is
not yet due, and (iii) have not had asserted against them any penalty for
failure to fulfill the minimum funding requirements of Section 302 of ERISA.

                 (ii) To the best of the Borrower's knowledge, each
Multiemployer Plan and Multiple Employer Plan is able to pay benefits thereunder
when due.

                                      -50-

<PAGE>

               (iii)   Neither the Borrower nor, to the best of Borrower's
knowledge after reasonable inquiry, any other member of the ERISA Group has
instituted or intends to institute proceedings to terminate any Plan.

               (iv)    No event requiring notice to the PBGC under Section
302(f)(4)(A) of ERISA has occurred or is reasonably expected to occur with
respect to any Plan, and no amendment with respect to which security is required
under Section 307 of ERISA has been made or is reasonably expected to be made to
any Plan, provided, however, that as applied to Plans of members of the ERISA
Group other than the Borrower, the foregoing representation is made to the best
of Borrower's knowledge after reasonable inquiry.

               (v)     The aggregate actuarial present value of the current
liability (whether or not vested) as defined in Section 412(1)(7) of the
Internal Revenue Code under all Plans subject to Title IV of ERISA as disclosed
in, and as of the date of, the most recent actuarial reports for such Plans,
does not exceed the aggregate fair market value of the assets of such Plans by
more than $10 million in the aggregate. Based on the funded status of Plans
subject to Title IV of ERISA (not including any Multiemployer Plans) as of the
date of the most recent actuarial reports for such Plans, termination of such
Plans would not have a material adverse effect on Borrower.

               (vi)    Neither the Borrower nor, to the best of Borrower's
knowledge after reasonable inquiry, any other member of the ERISA Group has
incurred or reasonably expects to incur any material withdrawal liability under
ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower
nor, to the best of Borrower's knowledge after reasonable inquiry, any other
member of the ERISA Group has been notified by any Multiemployer Plan or
Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan
has been terminated within the meaning of Title IV of ERISA and, to the best
knowledge of the Borrower, no Multiemployer Plan or Multiple Employer Plan is
reasonably expected to be reorganized or terminated, within the meaning of Title
IV of ERISA.

               (vii)   To the extent that any Benefit Arrangement is insured,
the Borrower and, to the best of Borrower's knowledge after reasonable inquiry,
all other members of the ERISA Group have paid when due all premiums required to
be paid for all periods through the Closing Date. To the extent that any Benefit
Arrangement is funded other than with insurance, the Borrower and all other
members of the ERISA Group have made when due all contributions required to be
paid for all periods through the Closing Date.

               (viii)  All Plans, Benefit Arrangements and Multiemployer Plans
have been administered in accordance with their terms and applicable Law,
provided, however, that as applied to Plans, Benefit Arrangements and
Multiemployer Plans the foregoing representation is made to the best of
Borrower's knowledge after reasonable inquiry.

                                      -51-

<PAGE>

          5.1.21. Employment Matters.

                  Each of the Loan Parties and each of their Subsidiaries is in
compliance with the Labor Contracts and all applicable federal, state and local
labor and employment Laws, including those related to equal employment
opportunity and affirmative action, labor relations, minimum wage, overtime,
child labor, medical insurance continuation, worker adjustment and relocation
notices, immigration controls and worker and unemployment compensation, where
the failure to comply could reasonably be expected to result in a Material
Adverse Change. There are no outstanding grievances, arbitration awards or
appeals therefrom arising out of the Labor Contracts or current or threatened
strikes, picketing, handbilling or other work stoppages or slowdowns at
facilities of any of the Loan Parties or any of their Subsidiaries which in any
case could reasonably be expected to result in a Material Adverse Change.

          5.1.22. Environmental Matters.

                  There are no pending or threatened Environmental Claims
against any Loan Party or any Subsidiary of a Loan Party which could be
reasonably expected to result in a Material Adverse Change.

          5.1.23. Senior Debt Status.

          The Obligations of each Loan Party under this Agreement, the Notes,
the Guaranty Agreement and each of the other Loan Documents to which it is a
party do rank and will rank at least pari passu in priority of payment with all
other Indebtedness of such Loan Party except Indebtedness of such Loan Party to
the extent secured by Permitted Liens. There is no Lien upon or with respect to
any of the properties or income of any Loan Party or Subsidiary of any Loan
Party which secures indebtedness or other obligations of any Person except for
Permitted Liens.

          5.1.24. Continuation of Representations.

                  The Borrower makes the representations and warranties in this
Section 6 on the date hereof and on the Closing Date and each date thereafter on
which a Loan is made or a Letter of Credit is issued as provided in and subject
to Sections 7.1 and 7.2.

          5.1.25. Solvency.

                  After giving effect to the transactions contemplated by the
Loan Documents, including all Indebtedness incurred thereby, and the payment of
all fees related thereto, the Loan Parties, taken as a whole, will be Solvent.

     5.2  Updates to Schedules.

          Except in the case of those schedules disclosing information solely as
of the Closing Date as expressly provided herein, should any of the information
or disclosures provided on any of the Schedules attached hereto become outdated
or incorrect in any material respect, the

                                      -52-

<PAGE>

Borrower shall provide the Administrative Agent in writing with such revisions
or updates to such Schedule as may be necessary or appropriate to update or
correct same; provided, however, that no Schedule shall be deemed to have been
amended, modified or superseded by any such correction or update, nor shall any
breach of warranty or representation resulting from the inaccuracy or
incompleteness of any such Schedule be deemed to have been cured thereby, unless
and until the Required Banks, in their sole and absolute discretion, shall have
accepted in writing such revisions or updates to such Schedule. Notwithstanding
the forgoing, the Borrower shall update Schedule 5.1.3 [Subsidiaries] only (1)
on a quarterly basis with the delivery of the Borrower's Compliance Certificate,
and (2) at the time that the Borrower delivers an Acquisition Compliance
Certificate in connection with each Permitted Acquisition, which Acquisition
Compliance Certificate shall disclose the Borrower's Subsidiaries after giving
effect to such Permitted Acquisition, except that it shall not be required to
disclose any newly formed entities which have do not conduct business, have no
assets (except for minimum capital required under the laws of the applicable
jurisdiction of organization) and will not be acquiring assets or stock in the
Permitted Acquisition.

     6.   CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

          The obligation of each Bank to make Loans and of the Administrative
Agent to issue Letters of Credit hereunder is subject to the performance by each
of the Loan Parties of its Obligations to be performed hereunder at or prior to
the making of any such Loans or issuance of such Letters of Credit and to the
satisfaction of the following further conditions on or before the Closing Date:

     6.1  First Loans and Letters of Credit.

          On the Closing Date:

          6.1.1. Officer's Certificate.

                 The representations and warranties of each of the Loan Parties
contained in Section 5 and in each of the other Loan Documents shall be true and
accurate on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein), and each of the Loan Parties shall
have performed and complied with all covenants and conditions hereof and
thereof, no Event of Default or Potential Default shall have occurred and be
continuing or shall exist; and there shall be delivered to the Administrative
Agent for the benefit of each Bank a certificate of each of the Loan Parties,
dated the Closing Date and signed by the Chief Executive Officer, President,
Treasurer or Chief Financial Officer of each of the Loan Parties, to each such
effect.

                                      -53-

<PAGE>

          6.1.2. Secretary's Certificate.

                 There shall be delivered to the Administrative Agent for the
benefit of each Bank a certificate dated the Closing Date and signed by the
Secretary or an Assistant Secretary of each of the Loan Parties, certifying as
appropriate as to:

                 (i)    all action taken by each Loan Party in connection with
this Agreement and the other Loan Documents as of the Closing Date;

                 (ii)   the names of the officer or officers authorized to sign
this Agreement and the other Loan Documents and the true signatures of such
officer or officers and specifying the Authorized Officers permitted to act on
behalf of each Loan Party for purposes of this Agreement and the true signatures
of such officers, on which the Administrative Agent and each Bank may
conclusively rely; and

                 (iii)  copies of its organizational documents, including its
certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, and limited liability company
agreement as in effect on the Closing Date and, with respect to the Borrower and
KPMG Consulting, LLC, certified by the appropriate state official where such
documents are filed in a state office together with certificates from the
appropriate state officials as to the continued existence and good standing of
the Borrower and KPMG Consulting, LLC (good standing certificates for the other
Loan Parties shall be delivered promptly after the Closing Date) in each state
where organized certified as of a date not earlier than thirty (30) days prior
to the Closing Date.

          6.1.3. Delivery of Loan Documents.

                 This Agreement, the Guaranty Agreement, the Intercompany
Subordination Agreement, the Notes, each dated as of the Closing Date, and each
of the other Loan Documents shall have been duly executed and delivered to the
Administrative Agent for the benefit of the Banks.

          6.1.4. Delivery of Schedules.

     The Loan Parties shall have delivered all of the schedules to this
Agreement.

          6.1.5. Opinion of Counsel.

                 There shall be delivered to the Administrative Agent for the
benefit of each Bank written opinions of In-house counsel and Sidley & Austin,
each as counsel for the Loan Parties, dated the Closing Date and in form and
substance satisfactory to the Administrative Agent and its counsel which
collectively shall address:

                 (i)    the matters set forth in Exhibit 6.1.5; and

                                      -54-

<PAGE>

                 (ii)   such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request.

          6.1.6. Payoff Under Prior Credit Agreement.

                 The Borrower shall have obtained and provided to the
Administrative Agent appropriate payoff letter from any Bank that is a party to
the Prior Credit Agreement and not a party to this Agreement confirming that the
Borrower has repaid all loans and other obligations under, and terminated, the
Prior Credit Agreement.

                                      -55-

<PAGE>

         6.1.7.  Separation Agreements and Cisco Agreements

                 The Borrower shall have delivered true and correct copies of
any amendments to the Separation Agreements and the Cisco Agreements made since
the closing of the Prior Credit Agreement which are material and could be
adverse to the Administrative Agent or the Banks and if any such amendments
shall exist the Administrative Agent shall be satisfied with the terms thereof.

         6.1.8.  Legal Details.

                 All legal details and proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be in form and substance reasonably satisfactory to the Administrative Agent and
counsel for the Administrative Agent, and the Administrative Agent shall have
received all such other counterpart originals or certified or other copies of
such documents and proceedings in connection with such transactions, in form and
substance reasonably satisfactory to the Administrative Agent and said counsel,
as the Administrative Agent or said counsel may reasonably request.

         6.1.9.  Payment of Fees.

                 The Borrower shall have paid or caused to be paid to the
Administrative Agent for itself and for the account of the Banks to the extent
not previously paid fees in the amount set forth on Schedule 1.1(B) in
connection with the closing of this Agreement and the costs and expenses for
which the Administrative Agent and the Banks are entitled to be reimbursed as
set forth herein or in the Administrative Agent's Letter.

         6.1.10. Consents.

                 All material consents required to effectuate the transactions
contemplated hereby as set forth on Schedule 5.1.13 shall have been obtained.

         6.1.11. Certification Regarding Changes in the Borrower's Executive
Committee.

                 In the six months prior to the Closing Date, there has not been
a termination or departure of more than a majority of the Borrower's officers
serving on its Executive Committee.

         6.1.12. No Violation of Laws.

                 The making of the Loans and the issuance of the Letters of
Credit shall not contravene any Law applicable to any Loan Party or any of the
Banks.

         6.1.13. Officer's Certificate Regarding MACs.

                 Since June 30, 2001, no Material Adverse Change shall have
occurred; and there shall have been delivered to the Administrative Agent for
the benefit of each Bank a

                                      -56-

<PAGE>

certificate dated the Closing Date and signed by the Chief Executive Officer,
President, Chief Financial Officer or Treasurer of each Loan Party to such
effect.

         6.1.14. No Actions or Proceedings.

                 No action, proceeding, investigation, regulation or legislation
shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain or prohibit, or to
obtain damages in respect of, this Agreement, the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby or which is in
violation of the warranty in Section 5.1.7.

     6.2 Each Additional Loan or Letter of Credit.

         At the time of making any Loans or issuing any Letters of Credit other
than Loans made or Letters of Credit issued on the Closing Date and after giving
effect to the proposed extensions of credit: the representations and warranties
of the Loan Parties contained in Section 5.1 and in the other Loan Documents
shall be true on and as of the date of such additional Loan or Letter of Credit
with the same effect as though such representations and warranties had been made
on and as of such date (except representations and warranties which expressly
relate solely to an earlier date or time, which representations and warranties
shall be true and correct on and as of the specific dates or times referred to
therein) and the Loan Parties shall have performed and complied with all
covenants and conditions hereof; no Event of Default or Potential Default shall
have occurred and be continuing or shall exist; the making of the Loans or
issuance of such Letter of Credit shall not contravene any Law applicable to any
Loan Party or Subsidiary of any Loan Party or any of the Banks; and the Borrower
shall have delivered to the Administrative Agent a duly executed and completed
Loan Request or application for a Letter of Credit as the case may be.

                                  7. COVENANTS

     7.1 Affirmative Covenants.

         The Loan Parties, jointly and severally, covenant and agree that until
payment in full of the Loans, Reimbursement Obligations and Letter of Credit
Borrowings, and interest thereon, expiration or termination of all Letters of
Credit, satisfaction of all of the Loan Parties' other Obligations under the
Loan Documents and termination of the Commitments, the Loan Parties shall comply
at all times with the following affirmative covenants:

         7.1.1.  Preservation of Existence, Etc.

                 Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain its legal existence as a corporation, limited partnership or
limited liability company and its license or qualification and good standing
(except to the extent that failure to be in good standing could not reasonably
be expected to result in a Material Adverse Change) in each jurisdiction in
which its ownership or lease of property or the nature of its business makes
such license or

                                      -57-

<PAGE>

qualification necessary, except as otherwise expressly permitted in Section
7.2.6 [Liquidations, Mergers, Etc.].

         7.1.2.  Payment of Liabilities, Including Taxes, Etc.

                 Each Loan Party shall, and shall cause each of its Subsidiaries
to, duly pay and discharge all liabilities to which it is subject or which are
asserted against it, promptly as and when the same shall become due and payable,
including all taxes, assessments and governmental charges upon it or any of its
properties, assets, income or profits, prior to the date on which penalties
attach thereto, except to the extent that such liabilities, including taxes,
assessments or charges, are being contested in good faith and by appropriate and
lawful proceedings diligently conducted and for which such reserve or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made, but only to the extent that failure to discharge any such liabilities
would not result in any additional liability which would adversely affect to a
material extent the financial condition of any Loan Party or Subsidiary of any
Loan Party, provided that the Loan Parties and their Subsidiaries will pay all
such liabilities forthwith upon the commencement of proceedings to foreclose any
Lien which may have attached as security therefor.

         7.1.3.  Maintenance of Insurance.

                 Each Loan Party shall, and shall cause each of its Subsidiaries
to, insure its properties and assets against loss or damage by fire and such
other insurable hazards as such assets are commonly insured (including fire,
extended coverage, property damage, professional liability, workers'
compensation, general liability and extra expense insurance) and against other
risks (including errors and omissions) in such amounts as similar properties and
assets are insured by prudent companies in similar circumstances carrying on
similar businesses, and with reputable and financially sound insurers, including
self-insurance to the extent customary.

         7.1.4.  Maintenance of Properties and Leases.

                 Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain in good repair, working order and condition (ordinary wear and tear
excepted) in accordance with the general practice of other businesses of similar
character and size, all of those properties useful or necessary to its business.

         7.1.5.  Maintenance of Patents, Trademarks, Etc.

                 Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain in full force and effect all patents, trademarks, service marks,
trade names, copyrights, licenses, franchises, permits and other authorizations
necessary for the ownership and operation of its properties and business if the
failure so to maintain the same could reasonably be expected to result in a
Material Adverse Change.

                                      -58-

<PAGE>

         7.1.6.  Visitation Rights.

                 Each Loan Party shall, and shall cause each of its Subsidiaries
to, permit any of the officers or authorized employees or representatives of the
Administrative Agent or any of the Banks to visit and inspect any of its
properties and to examine and make excerpts from its books and records and
discuss its business affairs, finances and accounts with its officers, all in
such detail and at such times (which shall be during regular business hours if
no Potential Default or Event of Default exists and is continuing) and as often
as any of the Banks may reasonably request, provided that each Bank shall
provide the Borrower and the Administrative Agent with reasonable notice prior
to any visit or inspection. In the event any Bank desires to conduct an audit of
any Loan Party, such Bank shall make a reasonable effort to conduct such audit
contemporaneously with any audit to be performed by the Administrative Agent.

         7.1.7.  Keeping of Records and Books of Account.

                 The Borrower shall, and shall cause each Subsidiary of the
Borrower to, maintain and keep proper books of record and account which enable
the Borrower and its Subsidiaries to issue financial statements in accordance
with GAAP and as otherwise required by applicable Laws of any Official Body
having jurisdiction over the Borrower or any Subsidiary of the Borrower, and in
which full, true and correct entries shall be made in all material respects of
all its dealings and business and financial affairs.

         7.1.8.  Plans and Benefit Arrangements.

                 The Borrower shall comply with ERISA, the Internal Revenue Code
and other applicable Laws applicable to Plans and Benefit Arrangements except
where such failure, alone or in conjunction with any other failure, could not
reasonably be expected to result in a Material Adverse Change. Without limiting
the generality of the foregoing, the Borrower shall cause all of its Plans to be
funded in accordance with the minimum funding requirements of ERISA and shall
make, in a timely manner, all contributions due to Plans, Benefit Arrangements
and Multiemployer Plans.

         7.1.9.  Compliance with Laws.

                 Each Loan Party shall, and shall cause each of its Subsidiaries
to, comply with all applicable Laws, including all environmental laws, in all
respects, provided that it shall not be deemed to be a violation of this Section
7.1.9 if any failure to comply with any Law would not result in fines,
penalties, remediation costs, other similar liabilities or injunctive relief
which in the aggregate could reasonably be expected to result in or constitute a
Material Adverse Change.

         7.1.10. Use of Proceeds.

                 The Loan Parties will use the Letters of Credit and the
proceeds of the Loans only for general corporate purposes, for working capital
and for Permitted Acquisitions.

                                      -59-

<PAGE>

The Loan Parties shall not use the Letters of Credit or the proceeds of the
Loans for any purpose which contravenes any applicable Law or any provision
hereof.

                 7.1.11. Subordination of Intercompany Loans.

                         Each Loan Party shall cause any intercompany
Indebtedness, loans or advances owed by any Loan Party to any other Loan Party
to be subordinated pursuant to the terms of the Intercompany Subordination
Agreement.

     7.2 Negative Covenants.

         The Loan Parties, jointly and severally, covenant and agree that until
payment in full of the Loans, Reimbursement Obligations and Letter of Credit
Borrowings and interest thereon, expiration or termination of all Letters of
Credit, satisfaction of all of the Loan Parties' other Obligations hereunder and
termination of the Commitments, the Loan Parties shall comply with the following
negative covenants:

                 7.2.1.  Indebtedness.

                         Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to, at any time create, incur, assume or suffer
to exist any Indebtedness, except:

                         (i)   Indebtedness under the Loan Documents;

                         (ii)  Indebtedness under or with respect to the PNC
Receivables Purchase Facility;

                         (iii) Existing Indebtedness as set forth on
Schedule 7.2.1 (including any extensions or renewals thereof, provided there is
no increase in the amount thereof and there is no other significant change in
the terms thereof unless otherwise specified on Schedule 7.2.1;

                         (iv)  Capitalized leases and operating leases;

                         (v)   Indebtedness secured by Purchase Money Security
Interests not exceeding $25,000,000; and

                         (vi)  Indebtedness of a Loan Party to another Loan
Party which is subordinated in accordance with the provisions of Section 8.1.12
[Subordination of Intercompany Loans] and Indebtedness of a Subsidiary which is
not a Loan Party to another Subsidiary which is not a Loan Party;

                         (vii) Other Indebtedness provided that the amount
thereof does not cause the Loan Parties to violate Section 7.2.17 [Maximum
Leverage Ratio].

                                      -60-

<PAGE>

                      (viii) Indebtedness of any Subsidiary of the Borrower
which is not a Loan Party to a Loan Party, provided that such Indebtedness is
permitted under Section 7.2.4 [Loans and Investments].

               7.2.2. Liens.

                      Each of the Loan Parties shall not, and shall not permit
any of its Subsidiaries to, at any time create, incur, assume or suffer to exist
any Lien on any of its property or assets, tangible or intangible, now owned or
hereafter acquired, or agree or become liable to do so, except Permitted Liens.

               7.2.3. Guaranties.

                      Each of the Loan Parties shall not, and shall not permit
any of its Subsidiaries to, at any time, directly or indirectly, become or be
liable in respect of any Guaranty, or assume, guarantee, become surety for,
endorse or otherwise agree, become or remain directly or contingently liable
upon or with respect to any obligation or liability of any other Person, except
for

                      (i)    Guaranties of Indebtedness or other obligations of
the Loan Parties not prohibited hereunder and Guaranties of Indebtedness of
Foreign Subsidiaries if such Guaranties are permitted under clauses (vi) or (ix)
of Section 7.2.4 [Loans and Investments],

                      (ii)   Guaranties constituting Investments which are
permitted under clause (vii) of Section 7.2.4

                      (iii)  customary indemnities in favor of directors and
officers of the Loan Parties and their Subsidiaries,

                      (iv)   customary indemnities relating to warranties,
covenants and assumed liabilities in favor of sellers in acquisition agreements
in connection with Permitted Acquisitions, and

                      (v)    endorsements of instruments in the ordinary course
of business.

               7.2.4. Loans and Investments.

                      Each of the Loan Parties shall not, and shall not permit
any of its Subsidiaries to, at any time make or suffer to remain outstanding any
loan or advance to, or purchase, acquire or own any stock, bonds, notes or
securities of, or any partnership interest (whether general or limited) or
limited liability company interest in, or any other debt or equity investment or
interest in, or make any capital contribution to, any other Person, or agree,
become or remain liable to do any of the foregoing, or become or be liable in
respect of any Guaranties (other than those permitted under clauses (i), (iii),
(iv) and (v) of Section 7.2.3) (collectively the foregoing shall be referred to
as "Investments"), except:

                                      -61-

<PAGE>

                      (i)    trade credit extended on usual and customary terms
in the ordinary course of business;

                      (ii)   advances to employees to meet expenses incurred by
such employees in the ordinary course of business;

                      (iii)  Permitted Investments;

                      (iv)   Investments in other Loan Parties;

                      (v)    Investments made in connection with the PNC
Receivables Purchase Facility;

                      (vi)   Investments in Foreign Subsidiaries made by the
Loan Parties not referred to in and permitted under clause(s) (viii) and/or (ix)
of this Section 7.2.4, provided that the aggregate amount thereof plus the
aggregate amount of investments described in clause (xi) of this Section 7.2.4
may not exceed $125,000,000;

                      (vii)  Securities received for services rendered in the
ordinary course of business;

                      (viii) Investments (which may include reasonable
aggregations) existing as of the Closing Date listed on Schedule 7.2.4;

                      (ix)   Investments made to acquire assets or stock in
consumation of, and as part of the consideration for, Permitted Acquisitions
(including cash payments (or intercompany loans to make such payments) made
after the date of a Permitted Acquisition in repayment of a seller note
delivered as part of the consideration for a Permitted Acquisition);

                      (x)    acquisitions of additional ownership interests in
Subsidiaries which are not wholly owned to the extent paid for with common
stock; and

                      (xi)   Investments in Persons other than Foreign
Subsidiaries in an amount not to exceed the following amounts outstanding during
the following periods:

    ----------------------------------------------------------------------------
                        Period                                     Amount
    ----------------------------------------------------------------------------
      Closing Date through first anniversary of the             $20,000,000
                     Closing Date
    ----------------------------------------------------------------------------
      First anniversary of the Closing Date through             $30,000,000
         second anniversary of the Closing Date
    ----------------------------------------------------------------------------
      Second anniversary of the Closing Date through            $40,000,000
                    Expiration Date
    ----------------------------------------------------------------------------

                                      -62-

<PAGE>

               7.2.5. Dividends and Related Distributions.

                      Each of the Loan Parties shall not, and shall not permit
any of its Subsidiaries to, make or pay, or agree to become or remain liable to
make or pay, any dividend or other distribution of any nature (whether in cash,
property, securities or otherwise) on account of or in respect of its shares of
capital stock, partnership interests or limited liability company interests on
account of the purchase, redemption, retirement or acquisition of its shares of
capital stock (or warrants, options or rights therefor), partnership interests
or limited liability company interests, except

                      (1)    dividends or other distributions payable to another
Loan Party and dividends paid ratably to its shareholders by a Subsidiary which
is not wholly-owned by a Loan Party;

                      (2)    dividends by the Borrower that are paid in capital
stock of the Borrower;

                      (3)    dividends, and repurchases of stock from employees
and directors, made by the Borrower, provided that (a) the amount of such
dividends shall not exceed the Dividend Limitation (computed with respect to
each such dividend immediately prior to the payment of such dividend without
giving effect thereto) and (b) at the time of Borrower's making any dividend
payment and after giving effect to such dividend, there shall exist no Potential
Default or Event of Default and that the Loan Parties provide satisfactory
evidence to such effect on their next Compliance Certificate;

                      (4)    redemption of the non-voting common stock of
Softline Consulting and Integrators, Inc., the obligation of which is described
and characterized in Schedule 7.2.1 in an amount not to exceed $15,000,000;

                      (5)    Dividends payable by Subsidiaries of the Loan
Parties which are not Loan Parties to the Loan Parties or other Subsidiaries of
the Loan Parties; and

                      (6)    repurchases of stock of the Borrower, provided that
(a) the aggregate amount of such repurchases made on and after the date of this
Agreement shall not exceed $115,000,000, (b) at the time the Borrower makes the
repurchase and after giving effect to such repurchase, there shall exist no
Potential Default or Event of Default and (c) the Loan Parties shall indicate
the aggregate amount of such repurchases on their next Compliance Certificate.

               7.2.6. Liquidations, Mergers, Consolidations, Acquisitions.

                                    7.2.6.1     Generally

                      Each of the Loan Parties shall not, and shall not permit
any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or
become a party to any merger or consolidation, or acquire by purchase, lease or
otherwise all or substantially all of the assets or

                                      -63-

<PAGE>

capital stock of any other Person, provided that in each case, the Borrower must
survive any merger, consolidation of acquisition and

                      (1)    Among Subsidiaries and Borrower. Any Subsidiary of
the Borrower may consolidate or merge or liquidate into the Borrower or any
Subsidiary, except that a Loan Party may not merge, consolidate or liquidate
into a Subsidiary which is not a Loan Party, and

                      (2)    With Other Persons subject to Section 7.2.6.2, any
Loan Party or any Foreign Subsidiary may acquire, whether by purchase or by
merger (provided that in a transaction involving a Loan Party such Loan Party
shall survive), (A) all or substantially all of the ownership interests of
another Person or (B) substantially all of assets of another Person or of a
business or division of another Person (each a "Permitted Acquisition"),
provided that each of the following requirements is met:

                             (i)   if the Loan Parties are acquiring the
ownership interests in such Person and such Person is a Subsidiary which is not
a Foreign Subsidiary, such Person shall execute a Guarantor Joinder and join
this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors]
on or before the date of such Permitted Acquisition if the total consideration
in connection with such Permitted Acquisition is $25,000,000 or more and within
thirty (30) days after such Permitted Acquisition if the total consideration in
connection with such Permitted Acquisition is less than $25,000,000;

                             (ii)  the board of directors or other equivalent
governing body of such Person shall have approved such Permitted Acquisition,
except in the case of an acquisition of stock of such Person, other than by
tender offer, with respect to which the board of directors of such Person have
not advised against or disapproved such acquisition;

                             (iii) the business acquired, or the business
conducted by the Person whose ownership interests are being acquired, as
applicable, shall be substantially the same as one or more line or lines of
business conducted by the Loan Parties or their Subsidiaries and shall comply
with Section 7.2.10 [Continuation of or Change in Business];

                             (iv)  no Potential Default or Event of Default
shall exist immediately prior to and after giving effect to such Permitted
Acquisition;

                             (v)   the representations and warranties under this
Agreement are true and correct as of the date of such Permitted Acquisition;

                             (vi)  the Borrower shall provide all documents
and/or information reasonably requested by the Banks, except for documents
and/or information that are subject to privilege (with reasonable consideration
to waiver thereof if appropriate); and

                             (vii) the Borrower shall demonstrate that it shall
be in pro forma compliance with the covenants contained in Section 7.2 after
giving effect to such Permitted Acquisition by delivering to the Administrative
Agent and the Banks a certificate in the form of

                                      -64-

<PAGE>

Exhibit 7.2.6 evidencing such compliance (A) at least ten (10) Business Days
prior to such Permitted Acquisition if both the total consideration in
connection with such Permitted Acquisition is greater than or equal to
$100,000,000 and the acquired business is a partnership or employs partnership
accounting, or (B) at least five (5) Business Days prior to such Permitted
Acquisition if such Permitted Acquisition is not a Permitted Acquisition
described in clause (A) of this clause (v). Such computation shall include:

                                   (a)  EBITDA and other income and expense
items and results of operations for a period identical to the period of a fiscal
quarter or quarters for which financial statements and related compliance
certificate were most recently delivered under Section 7.3.1 or 7.3.2, as the
case may be, and Section 7.3.3;

                                   (b)  for any Permitted Acquisition,
Indebtedness as of the date of such Permitted Acquisition (including
Indebtedness or other liabilities assumed or incurred in connection with such
Permitted Acquisition).

In connection with calculations of the covenants in Sections 7.2.16 [Maximum
Facility Usage] through 7.2.19 [Minimum Net Worth], the Loan Parties shall
include income statement and other cash flow statement items of the acquired
Person or business for periods prior to the date of the acquisition and shall
have delivered the financial statements of such Person or business (which shall
not be older than 135 days prior to the date of such acquisition) and pro forma
combined computations of such covenants to the Banks and the Borrower delivers
copies of such statements to the Administrative Agent and the Banks together
with pro forma combined statements and the Borrower certifies to the
Administrative Agent for the benefit of the Banks that it has reviewed such
financial statements and either (i) the assets, liabilities, shareholders
equity, income and expenses and other components of such statements are computed
consistently with the corresponding items of the Borrower and its Subsidiaries
in all material respects (subject to the adjustments described in Section
7.2.6.2 and Schedule 7.2.6), or (ii) to the extent there are differences in such
computations that result in covenant levels more favorable (and not less
favorable) to Borrower than they would be if such differences did not exist, the
Borrower shall adjust in its pro forma combined financial statements to
eliminate such differences (subject to the adjustments described in Section
7.2.6.2 and Schedule 7.2.6, to the extent the Permitted Acquisition is an
Andersen Acquisition or an Acquired Andersen Business); and

                                   (c)  The Applicable Margin and the Applicable
Commitment Fee Rate which shall be effective on and after the date of such
Permitted Acquisition after giving effect thereto.

                      (viii) the EBITDA of the acquired Person or business
during the 4-quarter period prior to the date of acquisition referred to in
clause (v)(a) (above) of this Section shall be greater than zero (except that
such 4-quarter EBITDA of any single acquired Person may be less than zero
provided such 4-quarter EBITDA equals or exceeds negative $15,000,000 and
provided that in any fiscal year the aggregate of the 4-quarter EBITDA of all
Persons acquired under this parenthetical (i.e. with negative 4-quarter EBITDA)
shall exceed negative

                                      -65-

<PAGE>

$30,000,000), and the Borrower shall demonstrate the same in pro forma
compliance certificate that the Borrower delivers pursuant to such clause
(v)(a).

                             7.2.6.2  Andersen Acquisition.


               The Borrower shall not, and shall not permit any of its
Subsidiaries to, acquire an interest in the consulting business or assets (as
defined by GAAP) or any other assets (as defined by GAAP) of Arthur Andersen LLP
("Arthur Andersen") or its subsidiaries, whether directly or indirectly (e.g.
through formation of, merger with, or acquisition or purchase from, any Persons
which acquire such assets) (the "Andersen Acquisition", it is acknowledged that
upon satisfaction of all of the conditions set forth in this Section 7.2.6.2 and
of Section 7.2.6.1, the Andersen Acquisition shall constitute a "Permitted
Acquisition") unless:

                      (i)    the Borrower shall make the deliveries referred to
in subclause (v) of clause (2) of Section 7.2.6.1 at least ten (10) Business
Days prior to the date of such Andersen Acquisition and shall include with such
delivery copies of the current draft documents relating to the Andersen
Acquisition,

                      (ii)   the Borrower shall have complied with each of the
requirements contained in clause (2) (and subclauses (i) through (viii) thereof)
of Section 7.2.6.1 except that (a) the Borrower may compute its EBITDA according
to the procedures and subject to the adjustments set forth on Schedule 7.2.6 and
shall be required to deliver only those historical financial statements of
Arthur Andersen listed on such Schedule 7.2.6 (which statements include all
historical financial statements delivered by Arthur Andersen to the Borrower),

                      (iii)  a Supermajority of the Banks, in their sole
discretion, shall have approved of such Anderson Acquisition; and

                      (iv)   on or before the closing of such Andersen
Acquisition, (1) all required approvals shall have been obtained, including
approvals of any Official Body and such acquisition shall be consummated in
accordance with applicable Law and the acquisition documents, and (2) the
Borrower shall have delivered to the Administrative Agent a copy of each
opinion, report, and other document required to be delivered pursuant to the
acquisition documents (or when available drafts thereof for review prior to
closing).

          7.2.7. Dispositions of Assets or Subsidiaries.

                 Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer
or dispose of, voluntarily or involuntarily, any of its properties or assets,
tangible or intangible (including sale, assignment, discount or other
disposition of accounts, contract rights, chattel paper, equipment or general
intangibles with or without recourse or of capital stock, shares of beneficial
interest, partnership interests or limited liability company interests of a
Subsidiary of such Loan Party), except:

                                      -66-

<PAGE>

                      (i)    transactions involving the sale of inventory in the
ordinary course of business;

                      (ii)   any sale, transfer or lease of assets in the
ordinary course of business which are no longer necessary or required in the
conduct of such Loan Party's or such Subsidiary's business;

                      (iii) any sale, transfer or lease of assets by any
Subsidiary of such Loan Party to another Loan Party or by any Foreign Subsidiary
to another Foreign Subsidiary;

                      (iv)   any sale, transfer or lease of assets in the
ordinary course of business which are replaced by substitute assets acquired or
leased;

                      (v)    transfers of receivables and related assets
pursuant to the PNC Receivables Purchase Facility;

                      (vi)   any sale, transfer or lease of assets, including
those pursuant to asset securitizations, which is approved by the Required
Banks; and

                      (vii)  other sales or dispositions provided that if the
book value of the assets sold or disposed in any fiscal year of the Borrower
shall exceed five percent (5%) of the total assets of the Borrower as of the
first day of such fiscal year, then the Borrower shall reduce the Revolving
Credit Commitments by an amount equal to or greater than the amount of such
excess and such reduction of Commitments shall be subject to the requirements of
Section 2.11.

               7.2.8. Affiliate Transactions.

                      Each of the Loan Parties shall not, and shall not permit
any of its Subsidiaries to, enter into or carry out any transaction (including
purchasing property or services from or selling property or services to any
Affiliate of any Loan Party if such Affiliate is not a Loan Party) with an
Affiliate, but excluding the transactions (the "Excluded Transactions") listed
in the numbered clauses below, unless such transaction (A) is not otherwise
prohibited by this Agreement, (B) is entered into upon fair and reasonable
arm's-length terms and conditions, (C) is in accordance with all applicable Laws
and (D) is fully disclosed to the Administrative Agent if such transaction
involves consideration or other payments which exceed $25,000,000. The Excluded
Transactions include the following:

                      (1)    transactions exclusively between or among
Subsidiaries and Affiliates which are not Loan Parties;

                      (2)    transactions exclusively among Loan Parties;

                      (3)    transactions under the Separation Agreements, as
may be amended in a manner not prohibited by Section 7.2.14;

                                      -67-

<PAGE>

                       (4)    subcontracts for services among the Borrower and
its Subsidiaries;

                       (5)    Investments described in and permitted under
clause (ii), (iv), (v), (vi), (vii) or (viii) of Section 7.2.4;

                       (6)    administrative overhead costs reasonably allocated
among the Borrower and its Subsidiaries; and

                       (7)    any transaction between any Loan Party, Subsidiary
or Affiliate and Cisco provided that such transaction is entered into upon fair
and reasonable arm's-length terms and conditions and is in accordance with all
applicable Law.

               7.2.9.  Subsidiaries, Partnerships and Joint Ventures.

                       Each of the Loan Parties shall not, and shall not permit
any of its Subsidiaries to, own or create directly or indirectly any
Subsidiaries other than (i) any Subsidiary which has joined this Agreement as
Guarantor on the Closing Date; (ii) any Subsidiary formed after the Closing Date
which joins this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of
Guarantors], (iii) Education Information Management Systems LLC, , KCI Funding
Corporation, and (iii) any Foreign Subsidiary.

               7.2.10. Continuation of or Change in Business.

                       Each of the Loan Parties shall not, and shall not permit
any of its Subsidiaries to, engage in any business other than the same business
as conducted and operated by such Loan Party or Subsidiary during the present
fiscal year and other lines of consulting services businesses which are
substantially the same or substantially similar as one or more lines of business
then conducted by the Loan Parties and their Subsidiaries.

               7.2.11. Plans and Benefit Arrangements.

                       Each of the Loan Parties shall not, and shall not
permit any of its Subsidiaries to:

                       (i)    fail to satisfy the minimum funding requirements
of ERISA and the Internal Revenue Code with respect to any Plan;

                       (ii)   request a minimum funding waiver from the Internal
Revenue Service with respect to any Plan;

                       (iii)  engage in a Prohibited Transaction with any Plan,
Benefit Arrangement or Multiemployer Plan which, alone or in conjunction with
any other circumstances or set of circumstances resulting in liability under
ERISA, could reasonably be expected to constitute a Material Adverse Change;

                                      -68-

<PAGE>

                      (iv)   permit the aggregate actuarial present value of all
benefit liabilities (whether or not vested) under each Plan, determined on a
plan termination basis, as disclosed in the most recent actuarial report
completed with respect to such Plan, to exceed, as of any actuarial valuation
date, the fair market value of the assets of such Plan;

                      (v)    fail to make when due any contribution to any
Multiemployer Plan that the Borrower may be required to make under any agreement
relating to such Multiemployer Plan, or any Law pertaining thereto;

                      (vi)   withdraw (completely or partially) from any
Multiemployer Plan or withdraw (or be deemed under Section 4062(e) of ERISA to
withdraw) from any Multiple Employer Plan, where any such withdrawal is likely
to result in a material liability of the Borrower;

                      (vii)  terminate, or institute proceedings to terminate,
any Plan, where such termination is likely to result in a material liability to
the Borrower;

                      (viii) make any amendment to any Plan with respect to
which security is required under Section 307 of ERISA; or (ix) fail to give any
and all notices and make all disclosures and governmental filings required under
ERISA or the Internal Revenue Code, where such failure could reasonably be
expected to result in a Material Adverse Change.

             7.2.12.  Fiscal Year.

                      The Borrower shall not, and shall not permit any
Subsidiary of the Borrower to, change its fiscal year from the twelve-month
period beginning July 1 and ending June 30, other than changes to fiscal years
ending on September 30, December 31 or March 31 and other than changes to the
fiscal year of a Foreign Subsidiary for the purpose of facilitating the
consolidation of such Foreign Subsidiary's financial statements with those of
the Borrower.

             7.2.13.  Changes in Organizational Documents.

                      The Borrower shall not amend in any respect its
certificate of incorporation (including any provisions or resolutions relating
to capital stock) or by-laws without providing at least fifteen (15) calendar
days' prior written notice to the Administrative Agent and the Banks and, in the
event such change would be materially adverse to the Banks as reasonably
determined by the Administrative Agent in its sole discretion, obtaining the
prior written consent of the Required Banks.

                                      -69-

<PAGE>

               7.2.14.  Amendments to and Termination of Separation Agreements
                        and Cisco Agreements.

                        Borrower and Guarantor will not modify or terminate any
of their Separation Agreements in any way which may materially adversely affect
the business of the Borrower or any Guarantor.

               7.2.15.  Negative Pledges Covenants.

                        Each of the Loan Parties covenants and agrees that it
shall not, and shall not permit any of its Subsidiaries to, enter into any
agreement, promise commitment or other undertaking with any Person which,
conditionally or unconditionally, prohibits, or limits in any way the right of,
any of the Loan Parties or their Subsidiaries from granting any Liens to the
Agent or the Banks in the stock or other ownership interests of any Foreign
Subsidiaries (or from exercising their rights to transfer or dispose of such
stock or interests under such Liens) or which imposes any conditions upon such a
grant of Liens or the exercise by the Agent or the Banks of their rights under
such Liens.

               7.2.16.  Maximum Facility Usage to EBITDA Attributable to Loan
                        Parties.

                        The Facility Usage shall not at any time exceed
1.2 times the amount of the EBITDA attributable to the Loan Parties for the four
quarters most recently ended (and for which the quarterly or annual financial
statements are due or have been delivered).

               7.2.17.  Maximum Leverage Ratio.

                        The Loan Parties shall not at any time permit the
Leverage Ratio to exceed (a) 2.25 to 1.0 on the effective date of any Permitted
Acquisition (complying with such ratio shall be a condition to the making of
such Permitted Acquisition) and (b) 2.50 to 1.0 at all other times.

               7.2.18.  Adjusted Fixed Charge Coverage Ratio.

                        The Loan  Parties  shall not at any time  permit the
ratio of (i) Consolidated EBITDA plus rent expense, to (ii) the sum of interest
expense, rent expense, cash dividends, scheduled principal payments on
Indebtedness (excluding payments under this Agreement and under the PNC
Receivables Purchase Facility), including capitalized leases and cash taxes
paid, with respect to each item referred to in clauses (i) and (ii) for the four
quarters then ending, to be less than 1.25 to 1.0.

               7.2.19.  Minimum Net Worth.

                        The Borrower shall not at any time permit Consolidated
Net Worth to be less than Base Net Worth.

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<PAGE>

               7.3  Reporting Requirements.

                    The Loan Parties, jointly and severally, covenant and agree
that until payment in full of the Loans, Reimbursement Obligations and Letter of
Credit Borrowings and interest thereon, expiration or termination of all Letters
of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder
and under the other Loan Documents and termination of the Commitments, the Loan
Parties will furnish or cause to be furnished to the Administrative Agent and
each of the Banks:

                    7.3.1. Quarterly Financial Statements.

                           As soon as available and in any event within
forty-five (45) calendar days after the end of each of the first three fiscal
quarters in each fiscal year financial statements of the Borrower and its
Subsidiaries, consisting of a consolidated balance sheet as of the end of such
fiscal quarter, related consolidated statements of income for the fiscal quarter
then ended and the fiscal year through that date, and related consolidated
statements of cash flows for the fiscal year through that date and a
consolidated income statement for the Loan Parties (excluding all Subsidiaries
of the Borrower which are not Loan Parties), all in reasonable detail and
certified (subject to normal year-end audit adjustments) by the Chief Executive
Officer, President or Chief Financial Officer of the Borrower as having been
prepared in accordance with GAAP, consistently applied, and setting forth in
comparative form the respective financial statements for the corresponding date
and period in the previous fiscal year.

                    7.3.2. Annual Financial Statements.

                           As soon as available and in any event within ninety
(90) days after the end of each fiscal year of the Borrower, (1) financial
statements of the Borrower consisting of a consolidated balance sheet as of the
end of such fiscal year, and related consolidated statements of income,
stockholders' equity and cash flows for the fiscal year then ended, all in
reasonable detail and setting forth in comparative form the financial statements
as of the end of and for the preceding fiscal year, and certified by independent
certified public accountants of nationally recognized standing satisfactory to
the Administrative Agent and (2) and unaudited consolidated income statement for
the Loan Parties (excluding all Subsidiaries of the Borrower which are not Loan
Parties) for the fiscal year then ended. The certificate or report of
accountants referred to in clause (1) of the preceding sentence shall be free of
qualifications (other than any consistency qualification that may result from a
change in the method used to prepare the financial statements as to which such
accountants concur) and shall not indicate the occurrence or existence of any
event, condition or contingency which would materially impair the prospect of
payment or performance of any covenant, agreement or duty of any Loan Party
under any of the Loan Documents. The Loan Parties shall deliver with such
financial statements and certification by their accountants a letter of such
accountants to the Administrative Agent and the Banks substantially to the
effect that, based upon their ordinary and customary examination of the affairs
of the Borrower, performed in connection with the preparation of such
consolidated financial statements, and in accordance with generally accepted
auditing standards, they are not aware of the existence of any condition or
event which constitutes an Event of Default or

                                      -71-

<PAGE>

Potential Default or, if they are aware of such condition or event, stating the
nature thereof and confirming the Borrower's calculations with respect to the
certificate to be delivered pursuant to Section 8.3.3 [Certificate of the
Borrower] with respect to such financial statements

               7.3.3. Certificate of the Borrower.

                      Concurrently with the financial statements of the Borrower
furnished to the Administrative Agent and to the Banks pursuant to Sections
7.3.1 [Quarterly Financial Statements] and 7.3.2 [Annual Financial Statements],
a certificate of the Borrower signed by the Chief Executive Officer, President,
Treasurer or Chief Financial Officer of the Borrower, in the form of Exhibit
7.3.3 (each a "Compliance Certificate"), to the effect that, except as described
pursuant to Section 7.3.5 [Notice of Default], (i) the representations and
warranties of the Borrower contained in Section 5.1 [Representations and
Warranties] and in the other Loan Documents are true on and as of the date of
such certificate with the same effect as though such representations and
warranties had been made on and as of such date (except representations and
warranties which expressly relate solely to an earlier date or time) and the
Loan Parties have performed and complied with all covenants and conditions
hereof, (ii) no Event of Default or Potential Default exists and is continuing
on the date of such certificate and (iii) containing calculations in sufficient
detail to demonstrate compliance as of the date of such financial statements
with all financial covenants contained in Section 7.2 [Negative Covenants].

               7.3.4. Annual List of Insurance

                      Concurrently with the financial statements of the Borrower
furnished to the Administrative Agent and to the Banks pursuant to 7.3.2 [Annual
Financial Statements], a certificate of the Borrower signed by the Chief
Executive Officer, President or Chief Financial Officer of the Borrower,
attaching a list of the insurance coverage of the Loan Parties.

               7.3.5. Notice of Default.

                      Promptly after any officer of any Loan Party has learned
of the occurrence of an Event of Default or Potential Default, a certificate
signed by the Chief Executive Officer, President or Chief Financial Officer of
such Loan Party setting forth the details of such Event of Default or Potential
Default and the action which the such Loan Party proposes to take with respect
thereto.

               7.3.6. Notice of Litigation.

                      Promptly after the commencement thereof, notice of all
actions, suits, proceedings or investigations before or by any Official Body or
any other Person against any Loan Party or Subsidiary of any Loan Party which
involve a claim or series of claims in excess of $10,000,000 or which could be
reasonably expected to result in a Material Adverse Change.

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<PAGE>

               7.3.7.   Notice of Rating or Change in Debt Rating.

                        The Borrower shall notify the Administrative Agent and
the Banks if the Borrower or its Subsidiaries or their Indebtedness shall be
rated by either Moody's or Standard & Poor's (and after any such Debt Rating
shall have been made, of any change in such Debt Rating) within two (2) Business
Days after Standard & Poor's or Moody's, as the case may be, announces such
rating (or change). Borrower will deliver together with such notice a copy of
any written notification which Borrower received from the applicable rating
agency regarding such Debt Rating or change.

               7.3.8.   Budgets, Forecasts, Other Reports and Information.

                        Promptly upon their becoming available to the Borrower:

                        (i)    any management letters submitted to the Borrower
by independent accountants in connection with any annual, interim or special
audit,

                        (ii)   any reports, notices or proxy statements
generally distributed by the Borrower to its stockholders on a date no later
than the date supplied to such stockholders,

                        (iii)  regular or periodic reports, including Forms
10-K, 10-Q and 8-K, registration statements and prospectuses, filed by the
Borrower with the Securities and Exchange Commission,

                        (iv)   a copy of any order in any proceeding to which
the Borrower or any of its Subsidiaries is a party issued by any Official Body
which could reasonably be expected to result in a Material Adverse Change, and

                        (v)    such other reports and information as any of the
Banks may from time to time reasonably request. The Borrower shall also notify
the Banks upon its becoming aware of the enactment or adoption of any Law which
could reasonably be expected to result in a Material Adverse Change.

               7.3.9.   Notices Regarding Plans and Benefit Arrangements.

                                      7.3.9.1  Certain Events.

                               Promptly upon becoming aware of the occurrence
thereof, notice (including the nature of the event and, when known, any action
taken or threatened by the Internal Revenue Service or the PBGC with respect
thereto) of:

                               (i)    any Reportable Event with respect to the
Borrower or any other member of the ERISA Group,

                               (ii)   any Prohibited Transaction which could
subject the Borrower or any other member of the ERISA Group to a civil penalty
assessed pursuant to

                                      -73-

<PAGE>

Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue
Code in connection with any Plan, any Benefit Arrangement or any trust created
thereunder,

                               (iii)  any assertion of material withdrawal
liability with respect to any Multiemployer Plan,

                               (iv)   any partial or complete withdrawal from a
Multiemployer Plan by the Borrower or any other member of the ERISA Group under
Title IV of ERISA (or assertion thereof), where such withdrawal is likely to
result in material withdrawal liability,

                               (v)    any cessation of operations (by the
Borrower or any other member of the ERISA Group) at a facility in the
circumstances described in Section 4062(e) of ERISA,

                               (vi)   withdrawal by the Borrower or any other
member of the ERISA Group from a Multiple Employer Plan,

                               (vii)  a failure by the Borrower or any other
member of the ERISA Group to make a payment to a Plan required to avoid
imposition of a Lien under Section 302(f) of ERISA,

                               (viii) the adoption of an amendment to a Plan
requiring the provision of security to such Plan pursuant to Section 307 of
ERISA, or

                               (ix)   any change in the actuarial assumptions or
funding methods used for any Plan, where the effect of such change is to
materially increase or materially reduce the unfunded benefit liability or
obligation to make periodic contributions.

                                      7.3.9.2  Notices of Involuntary
Termination and Annual Reports.

                               Promptly after receipt thereof, copies of (a) all
notices received by the Borrower of the PBGC's intent to terminate any Plan
administered or maintained by the Borrower, or to have a trustee appointed to
administer any such Plan; and (b) at the request of the Administrative Agent or
any Bank each annual report (IRS Form 5500 series) and all accompanying
schedules, the most recent actuarial reports, the most recent financial
information concerning the financial status of each Plan administered or
maintained by the Borrower, and schedules showing the amounts contributed to
each such Plan by or on behalf of the Borrower or any other member of the ERISA
Group and each Schedule B (Actuarial Information) to the annual report filed by
the Borrower with the Internal Revenue Service with respect to each such Plan.

                                      -74-

<PAGE>

                               7.3.9.3  Notice of Voluntary Termination.

                      Promptly upon the filing thereof, copies of any Form 5310,
or any successor or equivalent form to Form 5310, filed with the PBGC in
connection with the termination of any Plan.

                                 8.   DEFAULT

     8.1      Events of Default.

              An Event of Default shall mean the occurrence or existence of any
one or more of the following events or conditions (whatever the reason therefor
and whether voluntary, involuntary or effected by operation of Law):

              8.1.1.  Payments Under Loan Documents.

                      The Borrower shall fail to pay any principal of any Loan
(including scheduled installments, mandatory prepayments or the payment due at
maturity whether by acceleration or otherwise), Reimbursement Obligation or
Letter of Credit Borrowing when due or shall fail to pay any interest on any
Loan , Reimbursement Obligation or Letter of Credit Borrowing or any other
amount owing hereunder or under the other Loan Documents within three Business
Days after such interest or other amount becomes due in accordance with the
terms hereof or thereof;

              8.1.2.  Breach of Warranty.

                      Any representation or warranty made at any time by any of
the Loan Parties herein or by any of the Loan Parties in any other Loan
Document, or in any certificate, other instrument or statement furnished
pursuant to the provisions hereof or thereof, shall prove to have been false or
misleading in any material respect as of the time it was made or furnished;

              8.1.3.  Breach of Negative Covenants or Visitation Rights.

                      Any of the Loan Parties shall default in the observance or
performance of any covenant contained in Section 7.1.6 [Visitation Rights] or
Section 7.2 [Negative Covenants] and, if the default relates to any covenant in
Section 7.2.1, 7.2.2, 7.2.3, 7.2.8, and 7.2.9 and the dollar amount of such
default plus any other existing default under such sections outstanding does not
exceed $25,000,000, such default shall continue unremedied for a period of
thirty (30) days after any officer of any Loan Party becomes aware of the
occurrence thereof;

              8.1.4.  Breach of Other Covenants.

                      Any of the Loan Parties shall default in the observance or
performance of any other covenant, condition or provision hereof or of any other
Loan Document and such

                                      -75-

<PAGE>

default shall continue unremedied for a period of thirty (30) days after any
officer of any Loan Party becomes aware of the occurrence thereof;

           8.1.5.   Defaults in Other Agreements or Indebtedness.

                    A default or event of default shall occur at any time under
the terms of any other agreement involving borrowed money or the extension of
credit or any other Indebtedness under which any Loan Party or Subsidiary of any
Loan Party may be obligated as a borrower or guarantor in excess of $15,000,000
in the aggregate, and such breach, default or event of default consists of the
failure to pay (beyond any period of grace permitted with respect thereto,
whether waived or not) any indebtedness when due (whether at stated maturity, by
acceleration or otherwise) or if such breach or default permits or causes the
acceleration of any indebtedness (whether or not such right shall have been
waived) or the termination of any commitment to lend;

           8.1.6.   Final Judgments or Orders.

                    Any final judgments or orders for the payment of money in
excess of $15,000,000 in the aggregate shall be entered against any Loan Party
by a court having jurisdiction in the premises, which judgment is not
discharged, vacated, bonded or stayed pending appeal within a period of thirty
(30) days from the date of entry;

           8.1.7.   Loan Document Unenforceable.

                    Any of the Loan Documents shall cease to be legal, valid and
binding agreements enforceable against the party executing the same or such
party's successors and assigns (as permitted under the Loan Documents) in
accordance with the respective terms thereof or shall in any way be terminated
(except in accordance with its terms) or become or be declared ineffective or
inoperative or shall in any way be challenged or contested by the Loan Parties
or cease to give or provide the respective Liens, security interests, rights,
titles, interests, remedies, powers or privileges intended to be created
thereby;

           8.1.8.   Notice of Lien or Assessment.

                    A notice of Lien or assessment in excess of $10,000,000
which is not a Permitted Lien is filed of record with respect to all or any part
of any of the Loan Parties' or any of their Subsidiaries' assets by the United
States, or any department, agency or instrumentality thereof, or by any state,
county, municipal or other governmental agency, including the PBGC, or any taxes
or debts owing at any time or times hereafter to any one of these becomes
payable and the same is not paid within thirty (30) days after the same becomes
payable;

           8.1.9.   Insolvency.

                    Any Loan Party or any Material Subsidiary or, within a
12-month period, any Material Aggregate of Non-Material Subsidiaries ceases to
be Solvent or admits in writing its inability to, pay its debts as they mature;

                                      -76-

<PAGE>

           8.1.10.  Events Relating to Plans and Benefit Arrangements.


                    Any of the following occurs:  (i) any Reportable Event,
which the Administrative Agent determines in good faith constitutes grounds for
the termination of any Plan by the PBGC or the appointment of a trustee to
administer or liquidate any Plan, shall have occurred and be continuing; (ii)
proceedings shall have been instituted or other action taken to terminate any
Plan, or a termination notice shall have been filed with respect to any Plan
covered by Title IV of ERISA; (iii) a trustee shall be appointed to administer
or liquidate any Plan covered by Title IV of ERISA; (iv) the PBGC shall give
notice of its intent to institute proceedings to terminate any Plan or Plans or
to appoint a trustee to administer or liquidate any Plan; and, in the case of
the occurrence of (i), (ii), (iii) or (iv) above, the Administrative Agent
determines in good faith that the amount of the Borrower's liability is likely
to exceed 10% of its Consolidated Net Worth; (v) the Borrower or any member of
the ERISA Group shall fail to make any contributions when due to a Plan or a
Multiemployer Plan; (vi) the Borrower or any other member of the ERISA Group
shall make any amendment to a Plan with respect to which security is required
under Section 307 of ERISA; (vii) the Borrower or any other member of the ERISA
Group shall withdraw completely or partially from a Multiemployer Plan; or
(viii) the Borrower or any other member of the ERISA Group shall withdraw (or
shall be deemed under Section 4062(e) of ERISA to withdraw) from a Multiple
Employer Plan and, with respect to any of the events specified in (v), (vi),
(vii) or (viii), the Administrative Agent determines in good faith that any such
occurrence would be reasonably likely to materially and adversely affect the
total enterprise represented by the Borrower and the other members of the ERISA
Group;

           8.1.11.  Cessation of Business.

                    Any Loan Party or any Material Subsidiary or, within a
12-month period, any Material Aggregate of Non-Material Subsidiaries ceases to
conduct its business as contemplated, except as expressly permitted under
Section 7.2.6 [Liquidations, Mergers, Etc.] or 7.2.7 [Dispositions of Assets or
Subsidiaries], or any Loan Party or any Material Subsidiary or, within a
12-month period, any Material Aggregate of Non-Material Subsidiaries is
enjoined, restrained or in any way prevented by court order from conducting all
or any material part of its business and such injunction, restraint or other
preventive order is not dismissed within thirty (30) days after the entry
thereof;

           8.1.12.  Change of Control.

                    (i) Any person or group of persons (within the meaning of
Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended)
shall after the date hereof have acquired beneficial ownership of (within the
meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
under said Act) 30% or more of the voting capital stock of the Borrower; or (ii)
within a period of six (6) consecutive calendar months, individuals who were a
majority of the officers serving on the Executive Committee of the Borrower on
the first day of such period shall cease to serve on the Executive Committee of
the Borrower and such terminations or departures materially and adversely affect
the business of the Borrower and any Guarantor taken as a whole.

                                      -77-

<PAGE>

           8.1.13.  Involuntary Proceedings.

                    A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
any Loan Party or Material Subsidiary of a Loan Party in an involuntary case
under any applicable bankruptcy, insolvency, reorganization or other similar law
now or hereafter in effect, or for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or similar official) of
any Loan Party or Subsidiary of a Loan Party for any substantial part of its
property, or for the winding-up or liquidation of its affairs, and such
proceeding shall remain undismissed or unstayed and in effect for a period of
forty-five (45) consecutive days or such court shall enter a decree or order
granting any of the relief sought in such proceeding; or

           8.1.14.  Voluntary Proceedings.

                    Any Loan Party or Material Subsidiary of a Loan Party shall
commence a voluntary case under any applicable bankruptcy, insolvency,
reorganization or other similar law now or hereafter in effect, shall consent to
the entry of an order for relief in an involuntary case under any such law, or
shall consent to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or other similar
official) of itself or for any substantial part of its property or shall make a
general assignment for the benefit of creditors, or shall fail generally to pay
its debts as they become due, or shall take any action in furtherance of any of
the foregoing.

     8.2   Consequences of Event of Default.

           8.2.1.   Events of Default Other Than Bankruptcy, Insolvency or
                    Reorganization Proceedings.

                    If an Event of Default specified under Sections 8.1.1
through 8.1.12 shall occur and be continuing, the Banks and the Administrative
Agent shall be under no further obligation to make Loans or issue Letters of
Credit, as the case may be, and the Administrative Agent may, and upon the
request of the Required Banks, shall by written notice to the Borrower, take one
or both of the following actions: (i) terminate the Commitments and thereupon
the Commitments shall be terminated and of no further force and effect, or (ii)
declare the unpaid principal amount of the Loans then outstanding and all
interest accrued thereon, any unpaid fees and all other Indebtedness of the
Borrower to the Banks hereunder and thereunder to be forthwith due and payable,
and the same shall thereupon become and be immediately due and payable to the
Administrative Agent for the benefit of each Bank without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived, and require the Borrower to, and the Borrower shall thereupon, deposit
in a non-interest-bearing account with the Administrative Agent, as cash
collateral for its Obligations under the Loan Documents, an amount equal to the
maximum amount currently or at any time thereafter available to be drawn on all
outstanding Letters of Credit, and the Borrower hereby pledges to the
Administrative Agent and the Banks, and grants to the Administrative Agent and
the Banks a security interest in,

                                      -78-

<PAGE>

all such cash as security for such Obligations. Upon the curing of all existing
Events of Default to the satisfaction of the Required Banks, the Administrative
Agent shall return such cash collateral to the Borrower; and

           8.2.2.   Bankruptcy, Insolvency or Reorganization Proceedings.

                    If an Event of Default specified under Section 8.1.13
[Involuntary Proceedings] or 8.1.14 [Voluntary Proceedings] shall occur, the
Commitments shall automatically terminate and be of no further force and effect,
the Banks shall be under no further obligations to make Loans hereunder and the
unpaid principal amount of the Loans then outstanding and all interest accrued
thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks
hereunder and thereunder shall be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived; and the Loan Parties shall thereupon, deposit in a
non-interest-bearing account with the Administrative Agent, as cash collateral
for its Obligations under the Loan Documents, an amount equal to the maximum
amount currently or at any time thereafter available to be drawn on all
outstanding Letters of Credit, and the Loan Parties hereby pledge to the
Administrative Agent and the Banks, and grant to the Administrative Agent and
the Banks a security interest in, all such cash as security for such
Obligations. Upon the curing of all existing Events of Default to the
satisfaction of the Required Banks, the Administrative Agent shall return such
cash collateral to the Borrower; and

           8.2.3.   Set-off.

                    If an Event of Default shall occur and be continuing, any
Bank to whom any Obligation is owed by any Loan Party hereunder or under any
other Loan Document or any participant of such Bank which has agreed in writing
to be bound by the provisions of Section 9.13 [Equalization of Banks] and any
branch, Subsidiary or Affiliate of such Bank or participant anywhere in the
world shall have the right, in addition to all other rights and remedies
available to it, without notice to such Loan Party, to set-off against and apply
to the then unpaid balance of all the Loans and all other Obligations of the
Borrower and the other Loan Parties hereunder or under any other Loan Document
any debt owing to, and any other funds held in any manner for the account of,
the Borrower or such other Loan Party by such Bank or participant or by such
branch, Subsidiary or Affiliate, including all funds in all deposit accounts
(whether time or demand, general or special, provisionally credited or finally
credited, or otherwise) now or hereafter maintained by the Borrower or such
other Loan Party for its own account (but not including funds held in custodian
or trust accounts) with such Bank or participant or such branch, Subsidiary or
Affiliate. Such right shall exist whether or not any Bank or the Administrative
Agent shall have made any demand under this Agreement or any other Loan
Document, whether or not such debt owing to or funds held for the account of the
Borrower or such other Loan Party is or are matured or unmatured and regardless
of the existence or adequacy of any collateral, Guaranty or any other security,
right or remedy available to any Bank or the Administrative Agent; and

                                      -79-

<PAGE>

           8.2.4.   Suits, Actions, Proceedings.

                    If an Event of Default shall occur and be continuing, and
whether or not the Administrative Agent shall have accelerated the maturity of
Loans pursuant to any of the foregoing provisions of this Section 8.2, the
Administrative Agent or any Bank, if owed any amount with respect to the Loans,
may proceed to protect and enforce its rights by suit in equity, action at law
and/or other appropriate proceeding, whether for the specific performance of any
covenant or agreement contained in this Agreement or the other Loan Documents
and, if such amount shall have become due, by declaration or otherwise, proceed
to enforce the payment thereof or any other legal or equitable right of the
Administrative Agent or such Bank; and

           8.2.5.   Application of Proceeds.

                    From and after the date on which the Administrative Agent
has taken any action pursuant to this Section 8.2 and until all Obligations of
the Loan Parties have been paid in full, any and all proceeds received by the
Administrative Agent from the exercise of any other remedy by the Administrative
Agent, shall be applied as follows:

                    (i)   first, to reimburse the Administrative Agent and the
Banks for reasonable out-of-pocket costs, expenses and disbursements, including
reasonable attorneys' and paralegals' fees and legal expenses, incurred by the
Administrative Agent or the Banks in connection with collection of any
Obligations of any of the Loan Parties under any of the Loan Documents;

                    (ii)  second, to the repayment of all Indebtedness then due
and unpaid of the Loan Parties to the Banks incurred under this Agreement or any
of the other Loan Documents, whether of principal, interest, fees, expenses or
otherwise, in such manner as the Administrative Agent may determine in its
discretion; and

                    (iii) the balance, if any, as required by Law.

           8.2.6.   Other Rights and Remedies.

                    In addition to all of the rights and remedies contained in
this Agreement or in any of the other Loan Documents, the Administrative Agent
shall have all of the rights and remedies available to it under applicable Law,
all of which rights and remedies shall be cumulative and non-exclusive, to the
extent permitted by Law. The Administrative Agent may, and upon the request of
the Required Banks shall, exercise all post-default rights granted to the
Administrative Agent and the Banks under the Loan Documents or applicable Law.

                                      -80-

<PAGE>

                          9.  THE ADMINISTRATIVE AGENT

     9.1  Appointment.

          Each Bank hereby irrevocably designates, appoints and authorizes PNC
Bank to act as Administrative Agent for such Bank under this Agreement and to
execute and deliver or accept on behalf of each of the Banks the other Loan
Documents. Each Bank hereby irrevocably authorizes, and each holder of any Note
by the acceptance of a Note shall be deemed irrevocably to authorize, the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and the other Loan Documents and any other instruments and
agreements referred to herein, and to exercise such powers and to perform such
duties hereunder as are specifically delegated to or required of the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. PNC Bank agrees to act as the Administrative
Agent on behalf of the Banks to the extent provided in this Agreement.

     9.2  Delegation of Duties.

          The Administrative Agent may perform any of its duties hereunder by or
through agents or employees (provided such delegation does not constitute a
relinquishment of its duties as Administrative Agent) and, subject to Sections
9.5 [Reimbursement of Administrative Agent by Borrower, Etc.] and 9.6, shall be
entitled to engage and pay for the advice or services of any attorneys,
accountants or other experts concerning all matters pertaining to its duties
hereunder and to rely upon any advice so obtained.

     9.3  Nature of Duties; Independent Credit Investigation.

          The Administrative Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and no implied covenants,
functions, responsibilities, duties, obligations, or liabilities shall be read
into this Agreement or otherwise exist. The duties of the Administrative Agent
shall be mechanical and administrative in nature; the Administrative Agent shall
not have by reason of this Agreement a fiduciary or trust relationship in
respect of any Bank; and nothing in this Agreement, expressed or implied, is
intended to or shall be so construed as to impose upon the Administrative Agent
any obligations in respect of this Agreement except as expressly set forth
herein. Without limiting the generality of the foregoing, the use of the term
"agent" in this Agreement with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties. Each
Bank expressly acknowledges (i) that the Administrative Agent has not made any
representations or warranties to it and that no act by the Administrative Agent
hereafter taken, including any review of the affairs of any of the Loan Parties,
shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Bank; (ii) that it has made and will continue to
make, without reliance upon the Administrative Agent, its own independent
investigation of the financial condition and affairs and its own appraisal of
the creditworthiness of each of the Loan Parties in connection with this
Agreement and the making

                                      -81-

<PAGE>

and continuance of the Loans hereunder; and (iii) except as expressly provided
herein, that the Administrative Agent shall have no duty or responsibility,
either initially or on a continuing basis, to provide any Bank with any credit
or other information with respect thereto, whether coming into its possession
before the making of any Loan or at any time or times thereafter.

     9.4  Actions in Discretion of Administrative Agent; Instructions From the
          Banks.

          The Administrative Agent agrees, upon the written request of the
Required Banks, to take or refrain from taking any action of the type specified
as being within the Administrative Agent's rights, powers or discretion herein,
provided that the Administrative Agent shall not be required to take any action
which exposes the Administrative Agent to personal liability or which is
contrary to this Agreement or any other Loan Document or applicable Law. In the
absence of a request by the Required Banks, the Administrative Agent shall have
authority, in its sole discretion, to take or not to take any such action,
unless this Agreement specifically requires the consent of the Required Banks or
all of the Banks. Any action taken or failure to act pursuant to such
instructions or discretion shall be binding on the Banks, subject to Section 9.6
[Exculpatory Provisions, Etc.]. Subject to the provisions of Section 9.6, no
Bank shall have any right of action whatsoever against the Administrative Agent
as a result of the Administrative Agent acting or refraining from acting
hereunder in accordance with the instructions of the Required Banks, or in the
absence of such instructions, in the absolute discretion of the Administrative
Agent.

     9.5  Reimbursement and Indemnification of Administrative Agent by the
          Borrower.

          The Borrower unconditionally agrees to pay or reimburse the
Administrative Agent and hold the Administrative Agent harmless against (a)
liability for the payment of all reasonable out-of-pocket costs, expenses and
disbursements, including fees and expenses of counsel, appraisers and
environmental consultants, reasonably incurred by the Administrative Agent (i)
in connection with the development, negotiation, preparation, printing,
execution, administration, syndication, interpretation and performance of this
Agreement and the other Loan Documents, (ii) relating to any requested
amendments, waivers or consents pursuant to the provisions hereof, (iii) in
connection with the enforcement of this Agreement or any other Loan Document or
collection of amounts due hereunder or thereunder or the proof and allowability
of any claim arising under this Agreement or any other Loan Document, whether in
bankruptcy or receivership proceedings or otherwise, and (iv) in any workout or
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, and (b) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent, in its capacity as such, in any way relating
to or arising out of this Agreement or any other Loan Documents or any action
taken or omitted by the Administrative Agent hereunder or thereunder, provided
that the Borrower shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements if the same results from the Administrative Agent's
gross negligence or willful misconduct, or if the Borrower was not given notice
of the subject claim and the opportunity to participate in the

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<PAGE>

defense thereof, at its expense (except that the Borrower shall remain liable to
the extent such failure to give notice does not result in a loss to the
Borrower), or if the same results from a compromise or settlement agreement
entered into without the consent of the Borrower, which shall not be
unreasonably withheld. In addition, the Borrower agrees to reimburse and pay all
reasonable out-of-pocket expenses of the Administrative Agent's regular
employees and agents engaged periodically to perform audits of the Loan Parties'
books, records and business properties provided that the Borrower shall not be
obligated to pay for more than one audit in any fiscal year if no Event of
Default or Potential Default has occurred and is continuing but shall be
obligated to pay for any audit by the Administrative Agent (regardless of
whether the Administrative Agent has previously conducted an audit during such
fiscal year) that the Administrative Agent commences when an Event of Default or
Potential Default exists and is continuing.

     9.6  Exculpatory Provisions; Limitation of Liability.

          Neither the Administrative Agent nor any of its directors, officers,
employees, agents, attorneys or Affiliates shall (a) be liable to any Bank for
any action taken or omitted to be taken by it or them hereunder, or in
connection herewith including pursuant to any Loan Document, unless caused by
its or their own gross negligence or willful misconduct, (b) be responsible in
any manner to any of the Banks for the effectiveness, enforceability,
genuineness, validity or the due execution of this Agreement or any other Loan
Documents or for any recital, representation, warranty, document, certificate,
report or statement herein or made or furnished under or in connection with this
Agreement or any other Loan Documents, or (c) be under any obligation to any of
the Banks to ascertain or to inquire as to the performance or observance of any
of the terms, covenants or conditions hereof or thereof on the part of the Loan
Parties, or the financial condition of the Loan Parties, or the existence or
possible existence of any Event of Default or Potential Default. No claim may be
made by any of the Loan Parties, any Bank, the Administrative Agent or any of
their respective Subsidiaries against the Administrative Agent, any Bank or any
of their respective directors, officers, employees, agents, attorneys or
Affiliates, or any of them, for any special, indirect or consequential damages
or, to the fullest extent permitted by Law, for any punitive damages in respect
of any claim or cause of action (whether based on contract, tort, statutory
liability, or any other ground) based on, arising out of or related to any Loan
Document or the transactions contemplated hereby or any act, omission or event
occurring in connection therewith, including the negotiation, documentation,
administration or collection of the Loans, and each of the Loan Parties, (for
itself and on behalf of each of its Subsidiaries), the Administrative Agent and
each Bank hereby waive, releases and agree never to sue upon any claim for any
such damages, whether such claim now exists or hereafter arises and whether or
not it is now known or suspected to exist in its favor. Each Bank agrees that,
except for notices, reports and other documents expressly required to be
furnished to the Banks by the Administrative Agent hereunder or given to the
Administrative Agent for the account of or with copies for the Banks, the
Administrative Agent and each of its directors, officers, employees, agents,
attorneys or Affiliates shall not have any duty or responsibility to provide any
Bank with credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Loan Parties which may come into the

                                      -83-

<PAGE>

possession of the Administrative Agent or any of its directors, officers,
employees, agents, attorneys or Affiliates.

     9.7  Reimbursement and Indemnification of Administrative Agent by Banks.

          Each Bank agrees to reimburse and indemnify the Administrative Agent
(to the extent not reimbursed by the Borrower and without limiting the
Obligation of the Borrower to do so) in proportion to its Ratable Share from and
against all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements, including attorneys' fees
and disbursements (including the allocated costs of staff counsel), and costs of
appraisers and environmental consultants, of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent, in
its capacity as such, in any way relating to or arising out of this Agreement or
any other Loan Documents or any action taken or omitted by the Administrative
Agent hereunder or thereunder, provided that no Bank shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements (a) if the same results from
the Administrative Agent's gross negligence or willful misconduct, or (b) if
such Bank was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that such Bank shall
remain liable to the extent such failure to give notice does not result in a
loss to the Bank), or (c) if the same results from a compromise and settlement
agreement entered into without the consent of such Bank, which shall not be
unreasonably withheld. In addition, each Bank agrees promptly upon demand to
reimburse the Administrative Agent (to the extent not reimbursed by the Borrower
and without limiting the Obligation of the Borrower to do so) in proportion to
its Ratable Share for all amounts due and payable by the Borrower to the
Administrative Agent in connection with the Administrative Agent's periodic
audit of the Loan Parties' books, records and business properties.

     9.8  Reliance by Administrative Agent.

          The Administrative Agent shall be entitled to rely upon any writing,
telegram, telex or teletype message, resolution, notice, consent, certificate,
letter, cablegram, statement, order or other document or conversation by
telephone or otherwise believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon the advice and
opinions of counsel and other professional advisers selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action hereunder unless it shall first be
indemnified to its satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.

     9.9  Notice of Default.

          The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Potential Default or Event of Default unless the
Administrative Agent has received written notice from a Bank or the Borrower
referring to this Agreement, describing such Potential Default or Event of
Default and stating that such notice is a "notice of default."

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<PAGE>

     9.10 Notices.

          The Administrative Agent shall promptly send to each Bank a copy of
all notices received from the Borrower pursuant to the provisions of this
Agreement or the other Loan Documents promptly upon receipt thereof. The
Administrative Agent shall promptly notify the Borrower and the other Banks of
each change in the Base Rate and the effective date thereof.

     9.11 Banks in Their Individual Capacities; Administrative Agent in its
          Individual Capacity.

          With respect to its Revolving Credit Commitment and the Revolving
Credit Loans made by it and any other rights and powers given to it as a Bank
hereunder or under any of the other Loan Documents, the Administrative Agent
shall have the same rights and powers hereunder as any other Bank and may
exercise the same as though it were not the Administrative Agent, and the term
"Bank" and "Banks" shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. PNC Bank and its Affiliates and
each of the Banks and their respective Affiliates may, without liability to
account, except as prohibited herein, make loans to, issue letters of credit for
the account of, acquire equity interests in, accept deposits from, discount
drafts for, act as trustee under indentures of, and generally engage in any kind
of banking, trust, financial advisory, underwriting or other business with, the
Loan Parties and their Affiliates, in the case of the Administrative Agent, as
though it were not acting as Administrative Agent hereunder and in the case of
each Bank, as though such Bank were not a Bank hereunder, in each case without
notice to or consent of the other Banks. The Banks acknowledge that, pursuant to
such activities, the Administrative Agent or its Affiliates may (i) receive
information regarding the Loan Parties or any of their Subsidiaries or
Affiliates (including information that may be subject to confidentiality
obligations in favor of the Loan Parties or such Subsidiary or Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them, and (ii) accept fees and other consideration
from the Loan Parties for services in connection with this Agreement and
otherwise without having to account for the same to the Banks.

     9.12 Holders of Notes.

          The Administrative Agent may deem and treat any payee of any Note as
the owner thereof for all purposes hereof unless and until written notice of the
assignment or transfer thereof shall have been filed with the Administrative
Agent. Any request, authority or consent of any Person who at the time of making
such request or giving such authority or consent is the holder of any Note shall
be conclusive and binding on any subsequent holder, transferee or assignee of
such Note or of any Note or Notes issued in exchange therefor.

     9.13 Equalization of Banks.

          The Banks and the holders of any participations in any Notes agree
among themselves that, with respect to all amounts received by any Bank or any
such holder for application on any Obligation hereunder or under any Note or
under any such participation,

                                      -85-

<PAGE>

whether received by voluntary payment, by realization upon security, by the
exercise of the right of set-off or banker's lien, by counterclaim or by any
other non-pro rata source, equitable adjustment will be made in the manner
stated in the following sentence so that, in effect, all such excess amounts
will be shared ratably among the Banks and such holders in proportion to their
interests in payments under the Notes, except as otherwise provided in Section
3.4.3 [Administrative Agent's and Bank's Rights], 4.4.2 [Replacement of a Bank]
or 4.5 [Additional Compensation in Certain Circumstances]. The Banks or any such
holder receiving any such amount shall purchase for cash from each of the other
Banks an interest in such Bank's Loans in such amount as shall result in a
ratable participation by the Banks and each such holder in the aggregate unpaid
amount under the Notes, provided that if all or any portion of such excess
amount is thereafter recovered from the Bank or the holder making such purchase,
such purchase shall be rescinded and the purchase price restored to the extent
of such recovery, together with interest or other amounts, if any, required by
law (including court order) to be paid by the Bank or the holder making such
purchase.

     9.14 Successor Administrative Agent.

          The Administrative Agent (i) may resign as Administrative Agent or
(ii) shall resign if such resignation is requested by the Required Banks (if the
Administrative Agent is a Bank, the Administrative Agent's Loans and its
Commitment shall be considered in determining whether the Required Banks have
requested such resignation) or required by Section 4.4.2 [Replacement of a
Bank], in either case of (i) or (ii) by giving not less than forty-five (45)
days' prior written notice to the Borrower. If the Administrative Agent shall
resign under this Agreement, then either (a) the Required Banks shall appoint
from among the Banks a successor agent for the Banks, subject to the consent of
the Borrower, such consent not to be unreasonably withheld, or (b) if a
successor agent shall not be so appointed and approved within the thirty (30)
day period following the Administrative Agent's notice to the Banks of its
resignation, then the Administrative Agent shall appoint, with the consent of
the Borrower, such consent not to be unreasonably withheld, a successor agent
who shall serve as Administrative Agent until such time as the Required Banks
appoint and the Borrower consents to the appointment of a successor agent. Upon
its appointment pursuant to either clause (a) or (b) above, such successor agent
shall succeed to the rights, powers and duties of the Administrative Agent, and
the term "Administrative Agent" shall mean such successor agent, effective upon
its appointment, and the former Administrative Agent's rights, powers and duties
as Administrative Agent shall be terminated without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement. After the resignation of any Administrative Agent hereunder, the
provisions of this Section 9.14 shall inure to the benefit of such former
Administrative Agent and such former Administrative Agent shall not by reason of
such resignation be deemed to be released from liability for any actions taken
or not taken by it while it was an Administrative Agent under this Agreement.

     9.15 Administrative Agent's Fee.

          The Borrower shall pay to the Administrative Agent a nonrefundable fee
(the "Administrative Agent's Fee") for Administrative Agent's services hereunder
under the terms of

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<PAGE>

that certain letter dated as of the Closing Date, as amended, restated or
replaced from time to time (the "Administrative Agent's Letter") between the
Borrower and Administrative Agent.

     9.16 Availability of Funds.

          The Administrative Agent may assume that each Bank has made or will
make the proceeds of a Loan available to the Administrative Agent unless the
Administrative Agent shall have been notified by such Bank on or before the
later of (1) the close of Business on the Business Day preceding the Borrowing
Date with respect to such Loan or two (2) hours before the time on which the
Administrative Agent actually funds the proceeds of such Loan to the Borrower
(whether using its own funds pursuant to this Section 9.16 or using proceeds
deposited with the Administrative Agent by the Banks and whether such funding
occurs before or after the time on which Banks are required to deposit the
proceeds of such Loan with the Administrative Agent). The Administrative Agent
may, in reliance upon such assumption (but shall not be required to), make
available to the Borrower a corresponding amount. If such corresponding amount
is not in fact made available to the Administrative Agent by such Bank, the
Administrative Agent shall be entitled to recover such amount on demand from
such Bank (or, if such Bank fails to pay such amount forthwith upon such demand
from the Borrower) together with interest thereon, in respect of each day during
the period commencing on the date such amount was made available to the Borrower
and ending on the date the Administrative Agent recovers such amount, at a rate
per annum equal to (i) the Federal Funds Effective Rate during the first three
(3) days after such interest shall begin to accrue and (ii) the applicable
interest rate in respect of such Loan after the end of such three-day period.

     9.17 Calculations.

          In the absence of gross negligence or willful misconduct, the
Administrative Agent shall not be liable for any error in computing the amount
payable to any Bank whether in respect of the Loans, fees or any other amounts
due to the Banks under this Agreement. In the event an error in computing any
amount payable to any Bank is made, the Administrative Agent, the Borrower and
each affected Bank shall, forthwith upon discovery of such error, make such
adjustments as shall be required to correct such error, and any compensation
therefor will be calculated at the Federal Funds Effective Rate.

     9.18 Beneficiaries.

          Except as expressly provided herein, the provisions of this Section
9.18 are solely for the benefit of the Administrative Agent and the Banks, and
the Loan Parties shall not have any rights to rely on or enforce any of the
provisions hereof. In performing its functions and duties under this Agreement,
the Administrative Agent shall act solely as agent of the Banks and does not
assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for any of the Loan Parties.

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<PAGE>

                               10. MISCELLANEOUS

    10.1  Modifications, Amendments or Waivers.

          With the written consent of the Required Banks, the Administrative
Agent, acting on behalf of all the Banks, and the Borrower, on behalf of the
Loan Parties, may from time to time enter into written agreements amending or
changing any provision of this Agreement or any other Loan Document or the
rights of the Banks or the Loan Parties hereunder or thereunder, or may grant
written waivers or consents to a departure from the due performance of the
Obligations of the Loan Parties hereunder or thereunder. Any such agreement,
waiver or consent made with such written consent shall be effective to bind all
the Banks and the Loan Parties; provided, that, without the written consent of
all the Banks, no such agreement, waiver or consent may be made which will:

          10.1.1.  Increase of Commitment; Extension of Expiration Date.

                   Increase the amount of the Revolving Credit Commitment
(except for any increase made pursuant to Section 2.12 [Increase in
Commitments]of any Bank hereunder or extend any Expiration Date;

          10.1.2.  Extension of Payment; Reduction of Principal Interest or
                   Fees; Modification of Terms of Payment.

                    Whether or not any Loans are outstanding, extend the time
for payment of principal or interest of any Loan (excluding the due date of any
mandatory prepayment of a Loan or any mandatory Commitment reduction in
connection with such a mandatory prepayment hereunder except for mandatory
reductions of the applicable Commitments on any Expiration Date), the Commitment
Fee or any other fee payable to any Bank, or reduce the principal amount of or
the rate of interest borne by any Loan or reduce the Commitment Fee or any other
fee payable to any Bank, or otherwise affect the terms of payment of the
principal of or interest of any Loan, the Commitment Fee or any other fee
payable to any Bank;

          10.1.3.  Release of Guarantor.

                   Except for sales of assets permitted by Section 7.2.7
[Disposition of Assets], release any Guarantor from its Obligations under the
Guaranty Agreement; or

          10.1.4.  Miscellaneous

                   Amend Section 4.2 [Pro Rata Treatment of Banks], 9.6
[Exculpatory Provisions, Etc.] or 9.13 [Equalization of Banks] or this Section
10.1, alter any provision regarding the pro rata treatment of the Banks, change
the definition of Required Banks or Supermajority of the Banks, or change any
requirement providing for the Banks or the Required Banks or Supermajority of
the Banks to authorize the taking of any action hereunder;

                                      -88-

<PAGE>

provided, further, that no agreement, waiver or consent which would modify the
interests, rights or obligations of the Administrative Agent in its capacity as
Administrative Agent or as the issuer of Letters of Credit shall be effective
without the written consent of the Administrative Agent.

     10.2 No Implied Waivers; Cumulative Remedies; Writing Required.

          No course of dealing and no delay or failure of the Administrative
Agent or any Bank in exercising any right, power, remedy or privilege under this
Agreement or any other Loan Document shall affect any other or future exercise
thereof or operate as a waiver thereof, nor shall any single or partial exercise
thereof or any abandonment or discontinuance of steps to enforce such a right,
power, remedy or privilege preclude any further exercise thereof or of any other
right, power, remedy or privilege. The rights and remedies of the Administrative
Agent and the Banks under this Agreement and any other Loan Documents are
cumulative and not exclusive of any rights or remedies which they would
otherwise have. Any waiver, permit, consent or approval of any kind or character
on the part of any Bank of any breach or default under this Agreement or any
such waiver of any provision or condition of this Agreement must be in writing
and shall be effective only to the extent specifically set forth in such
writing.

     10.3 Reimbursement and Indemnification of Banks by the Borrower; Taxes.

          The Borrower agrees unconditionally upon demand to pay or reimburse to
each Bank (other than the Administrative Agent, as to which the Borrower's
Obligations are set forth in Section 9.5 [Reimbursement of Administrative Agent
By Borrower, Etc.]) and to indemnify and to save such Bank and its officers,
directors and employees harmless against (i) liability for the payment of all
reasonable out-of-pocket costs, expenses and disbursements (including fees and
expenses of counsel (including allocated costs of staff counsel) for each Bank
except with respect to (a) and (b) below), incurred by such Bank (a) in
connection with the administration and interpretation of this Agreement, and
other instruments and documents to be delivered hereunder, (b) relating to any
amendments, waivers or consents pursuant to the provisions hereof, (c) in
connection with the enforcement of this Agreement or any other Loan Document, or
collection of amounts due hereunder or thereunder or the proof and allowability
of any claim arising under this Agreement or any other Loan Document, whether in
bankruptcy or receivership proceedings or otherwise, and (d) in any workout or
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, or (ii) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
(including fees and expenses of counsel (including allocated costs of staff
counsel) of any kind or nature whatsoever incurred by or imposed upon or against
such Bank, its officers, directors or employees, whether or not such Bank,
officers, directors or employees are a party to any related legal proceeding
which may be imposed on, incurred by or asserted against such Bank, officers or
employees, in their capacity as such, in any way relating to or arising out of
this Agreement or any other Loan Documents or any action taken or omitted by
such Bank, officers or employees hereunder or thereunder, provided that the
Borrower shall not be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements (A) if the same

                                      -89-

<PAGE>

results from such Bank's, directors', officers' or employees' gross negligence
or willful misconduct, or (B) if the Borrower was not given notice of the
subject claim and the opportunity to participate in the defense thereof, at its
expense (except that the Borrower shall remain liable to the extent such failure
to give notice does not result in a loss to the Borrower), or (C) if the same
results from a compromise or settlement agreement entered into without the
consent of the Borrower, which shall not be unreasonably withheld. The Banks
will attempt to minimize the fees and expenses of legal counsel for the Banks
which are subject to reimbursement by the Borrower hereunder by considering the
usage of one law firm to represent the Banks and the Administrative Agent if
appropriate under the circumstances. Any and all payments by the Borrower to or
for the account of the Administrative Agent or any Bank under any Loan Document
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto,
excluding, in the case of the Administrative Agent and each Bank, taxes imposed
on or measured by its net income, and franchise taxes imposed on it (in lieu of
net income taxes), by the jurisdiction (or any political subdivision thereof)
under the Laws of which the Administrative Agent or such Bank, as the case may
be, is organized or maintains a lending office (all such non-excluded taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and liabilities being hereinafter referred to as "Taxes"). If the
Borrower shall be required by any Laws to deduct any Taxes from or in respect of
any sum payable under any Loan Document to the Administrative Agent or any Bank,
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section), the Administrative Agent and such Bank receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within thirty (30) days after the date
of such payment, the Borrower shall furnish to the Administrative Agent (which
shall forward the same to such Bank) the original or a certified copy of a
receipt evidencing payment thereof. The Borrower agrees unconditionally to pay
all stamp, document, transfer, recording or filing taxes or fees and similar
impositions ("Other Taxes") now or hereafter determined by the Administrative
Agent or any Bank to be payable in connection with this Agreement or any other
Loan Document, and the Borrower agrees unconditionally to save the
Administrative Agent and the Banks harmless from and against any and all present
or future claims, liabilities or losses with respect to or resulting from any
omission to pay or delay in paying any such Other Taxes. If the Borrower shall
be required to deduct or pay any Taxes or Other Taxes from or in respect of any
sum payable under any Loan Document to the Administrative Agent or any Bank, the
Borrower shall also pay to the Administrative Agent (for the account of such
Bank) or to such Bank, at the time interest is paid, such additional amount that
such Bank specifies as necessary to preserve the after-tax yield (after
factoring in all taxes, including taxes imposed on or measured by net income)
such Bank would have received if such Taxes or Other Taxes had not been imposed.
The Borrower agrees to indemnify the Administrative Agent and each Bank for (i)
the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable under this Section)
paid by the Administrative Agent and such Bank (ii) amounts payable under the
immediately preceding sentence, and (iii) any liability (including penalties,

                                      -90-

<PAGE>

interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Official Body. Payment under this Section 10.3 shall be
made within thirty (30) days after the date the Bank or the Administrative Agent
makes a demand therefor.

    10.4  Holidays.

          Whenever payment of a Loan to be made or taken hereunder shall be due
on a day which is not a Business Day such payment shall be due on the next
Business Day (except as provided in Section 3.2 [Interest Periods] with respect
to Euro-Rate Loan Interest Periods under the Euro-Rate Option) and such
extension of time shall be included in computing interest and fees, except that
the Loans shall be due on the Business Day preceding the applicable Expiration
Date if such Expiration Date is not a Business Day. Whenever any payment or
action to be made or taken hereunder (other than payment of the Loans) shall be
stated to be due on a day which is not a Business Day, such payment or action
shall be made or taken on the next following Business Day, and such extension of
time shall not be included in computing interest or fees, if any, in connection
with such payment or action.

    10.5  Funding by Branch, Subsidiary or Affiliate.

          10.5.1.  Notional Funding.

                   Each Bank shall have the right from time to time, without
notice to the Borrower, to deem any branch, Subsidiary or Affiliate (which for
the purposes of this Section 10.5 shall mean any corporation or association
which is directly or indirectly controlled by or is under direct or indirect
common control with any corporation or association which directly or indirectly
controls such Bank) of such Bank to have made, maintained or funded any Loan to
which the Euro-Rate Option applies at any time, provided that immediately
following (on the assumption that a payment were then due from the Borrower to
such other office), and as a result of such change, the Borrower would not be
under any greater financial obligation pursuant to Section 4.5 [Additional
Compensation in Certain Circumstances] than it would have been in the absence of
such change. Notional funding offices may be selected by each Bank without
regard to such Bank's actual methods of making, maintaining or funding the Loans
or any sources of funding actually used by or available to such Bank.

          10.5.2.  Actual Funding.

                   Each Bank shall have the right from time to time to make or
maintain any Loan by arranging for a branch, Subsidiary or Affiliate of such
Bank to make or maintain such Loan subject to the last sentence of this Section
10.5.2. If any Bank causes a branch, Subsidiary or Affiliate to make or maintain
any part of the Loans hereunder, all terms and conditions of this Agreement
shall, except where the context clearly requires otherwise, be applicable to
such part of the Loans to the same extent as if such Loans were made or
maintained by such Bank, but in

                                      -91-

<PAGE>

no event shall any Bank's use of such a branch, Subsidiary or Affiliate to make
or maintain any part of the Loans hereunder cause such Bank or such branch,
Subsidiary or Affiliate to incur any cost or expenses payable by the Borrower
hereunder or require the Borrower to pay any other compensation to any Bank
(including any expenses incurred or payable pursuant to Section 4.5 [Additional
Compensation in Certain Circumstances]) which would otherwise not be incurred.

         10.6  Notices.

               Any notice, request, demand, direction or other communication
(for purposes of this Section 10.6 only, a "Notice") to be given to or made upon
any party hereto under any provision of this Agreement shall be given or made by
telephone or in writing (including by means of electronic transmission (i.e.,
"e-mail") or facsimile transmission or by setting forth such Notice on a secure
site on the World Wide Web (a "Website Posting") if Notice of such Website
Posting (including the information necessary to access such website) has been
previously delivered to the parties hereto by another means set forth in this
Section 10.6) in accordance with this Section 10.6. Any such Notice must be
delivered to the applicable parties hereto at the addresses and numbers set
forth under their respective names on Schedule 1.1(B) hereof or in accordance
with any subsequent unrevoked Notice from any such party that is given in
accordance with this Section 10.6. Any Notice shall be effective:

                   (i)   In the case of hand-delivery, when delivered;

                   (ii)  If given by mail, four days after such Notice is
deposited with the United States Postal Service, with first-class postage
prepaid, return receipt requested;

                   (iii) In the case of a telephonic Notice, when a party is
contacted by telephone, if delivery of such telephonic Notice is confirmed no
later than the next Business Day by facsimile, electronic transmission, Website
Posting or overnight courier (received on or before such next Business Day);

                   (iv)  In the case of a facsimile transmission, when
transmitted to the applicable facsimile number;

                   (v)   In the case of electronic transmission, when actually
received;

                   (vi)  In the case of Website Posting, upon delivery of a
Notice of such posting (including the information necessary to access such web
site) by another means set forth in this Section 10.6; and

                   (vii) If given by any other means (including by overnight
courier), when actually received.

Any Bank giving a Notice to a Loan Party shall concurrently send a copy thereof
to the Administrative Agent, and the Administrative Agent shall promptly notify
the other Banks of its receipt of such Notice.

                                      -92-

<PAGE>

          10.7  Severability.

                The provisions of this Agreement are intended to be severable.
If any provision of this Agreement shall be held invalid or unenforceable in
whole or in part in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.

          10.8  Governing Law.

                Each Letter of Credit and Section 2.10 [Letter of Credit
Subfacility] shall be subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be revised or amended from time to time,
and to the extent not inconsistent therewith, the internal laws of the State of
New York without regard to its conflict of laws principles, and the balance of
this Agreement shall be deemed to be a contract under the laws of the State of
New York and for all purposes shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York without regard to its
conflict of laws principles.

          10.9  Prior Understanding.

                This Agreement and the other Loan Documents supersede all prior
understandings and agreements, whether written or oral, between the parties
hereto and thereto relating to the transactions provided for herein and therein,
including any prior confidentiality agreements and commitments.

          10.10 Duration; Survival.

                All representations and warranties of the Loan Parties contained
herein or made in connection herewith shall survive the making of Loans and
issuance of Letters of Credit and shall not be waived by the execution and
delivery of this Agreement, any investigation by the Administrative Agent or the
Banks, the making of Loans, issuance of Letters of Credit, or payment in full of
the Loans. All covenants and agreements of the Loan Parties contained in
Sections 7.1 [Affirmative Covenants], 7.2 [Negative Covenants] and 7.3
[Reporting Requirements] herein shall continue in full force and effect from and
after the date hereof so long as the Borrower may borrow or request Letters of
Credit hereunder and until termination of the Commitments and payment in full of
the Loans and expiration or termination of all Letters of Credit. All covenants
and agreements of the Borrower contained herein relating to the payment of
principal, interest, premiums, additional compensation or expenses and
indemnification, including those set forth in the Notes, Section 4 [Payments]
and Sections 9.5 [Reimbursement of Administrative Agent by Borrower, Etc.], 9.7
[Reimbursement of Administrative Agent by Banks, Etc.] and 10.3 [Reimbursement
of Banks by Borrower; Etc.], shall survive payment in full of the Loans,
expiration or termination of the Letters of Credit and termination of the
Commitments.

                                      -93-

<PAGE>

          10.11 Successors and Assigns.

                This Agreement shall be binding upon and shall inure to the
benefit of the Banks, the Administrative Agent, the Loan Parties and their
respective successors and assigns, except that none of the Loan Parties may
assign or transfer any of its rights and Obligations hereunder or any interest
herein. Each Bank may, at its own cost, make assignments of or sell
participations in all or any part of its Commitments and the Loans and any of
its other rights and/or obligations made by it to one or more banks or other
entities, subject to the consent of the Borrower and the Administrative Agent
with respect to any assignee, such consent not to be unreasonably withheld,
provided that (1) no consent of the Borrower shall be required (A) if an Event
of Default exists and is continuing, or (B) in the case of an assignment by a
Bank to an Affiliate of such Bank or another Bank, and (2) any assignment by a
Bank of a Commitment to a Person other than an Affiliate of such Bank may not be
made in amounts less than the lesser of $5,000,000 or the amount of the
assigning Bank's Commitment. In the case of an assignment, upon receipt by the
Administrative Agent of the Assignment and Assumption Agreement, the assignee
shall have, to the extent of such assignment (unless otherwise provided
therein), the same rights, benefits and obligations as it would have if it had
been a signatory Bank hereunder, the Commitments shall be adjusted accordingly,
and upon surrender of any Note subject to such assignment, the Borrower shall
execute and deliver a Note to the assignee in the amounts equal to the amounts
of the Commitments assumed by it and a new Note to the assigning Bank in an
amount equal to the Commitments retained by it hereunder. Any Bank which assigns
any or all of its Commitments or Loans to a Person other than an Affiliate of
such Bank shall pay to the Administrative Agent a service fee in the amount of
$3,500 for each assignment. In the case of a participation, the participant
shall only have the rights specified in Section 8.2.3 [Set-off] (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto and not to include any voting rights except with
respect to changes of the type referenced in Sections 10.1.1 [Increase of
Commitment, Etc.], 10.1.2 [Extension of Payment, Etc.], or 10.1.3 [Release of
Guarantor]), all of such Bank's obligations under this Agreement or any other
Loan Document shall remain unchanged, and all amounts payable by any Loan Party
hereunder or thereunder shall be determined as if such Bank had not sold such
participation.

                   (i)   Any assignee or participant which is not incorporated
under the Laws of the United States of America or a state thereof shall deliver
to the Borrower and the Administrative Agent the form of certificate described
in Section 10.17 [Tax Withholding Clause] relating to federal income tax
withholding. Each Bank may furnish any publicly available information concerning
any Loan Party or its Subsidiaries and any other information concerning any Loan
Party or its Subsidiaries in the possession of such Bank from time to time to
assignees and participants (including prospective assignees or participants),
provided that such assignees and participants agree to be bound by the
provisions of Section 10.12 [Confidentiality].

                   (ii)  Notwithstanding any other provision in this Agreement,
any Bank may at any time pledge or grant a security interest in all or any
portion of its rights under this Agreement, its Note and the other Loan
Documents to any Federal Reserve Bank in accordance with Regulation A of the FRB
or U.S. Treasury Regulation 31 CFR Section 203.14 without

                                      -94-

<PAGE>

notice to or consent of the Borrower or the Administrative Agent. No such pledge
or grant of a security interest shall release the transferor Bank of its
obligations hereunder or under any other Loan Document.

          10.12 Confidentiality.

                10.12.1. General.

                   The Administrative Agent and the Banks each agree to keep
confidential all information obtained from any Loan Party or its Subsidiaries
which is nonpublic and confidential or proprietary in nature (including any
information the Borrower specifically designates as confidential), except as
provided below, and to use such information only in connection with their
respective capacities under this Agreement and for the purposes contemplated
hereby. The Administrative Agent and the Banks shall be permitted to disclose
such information (i) to outside legal counsel, accountants and other
professional advisors who need to know such information in connection with the
administration and enforcement of this Agreement, subject to agreement of such
Persons to maintain the confidentiality, (ii) to assignees and participants as
contemplated by Section 10.11, and prospective assignees and participants,
subject to agreement of such Persons to maintain the confidentiality, (iii) to
the extent requested by any bank regulatory authority or, with notice to the
Borrower (provided that such notice is permitted under applicable Law), as
otherwise required by applicable Law or by any subpoena or similar legal
process, or in connection with any investigation or proceeding arising out of
the transactions contemplated by this Agreement, (iv) if it becomes publicly
available other than as a result of a breach of this Agreement or becomes
available from a source not known to be subject to confidentiality restrictions,
or (v) if the Borrower shall have consented in writing to such disclosure.

                10.12.2. Sharing Information With Affiliates of the Banks.

                   Each Loan Party acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Borrower or one or more of its Affiliates (in connection with this Agreement
or otherwise) by any Bank or by one or more Subsidiaries or Affiliates of such
Bank and each of the Loan Parties hereby authorizes each Bank to share any
information delivered to such Bank by such Loan Party and its Subsidiaries
pursuant to this Agreement, or in connection with the decision of such Bank to
enter into this Agreement, to any such Subsidiary or Affiliate of such Bank, it
being understood that any such Subsidiary or affiliate of any Bank receiving
such information shall be bound by the provisions of Section 10.12.1 as if it
were a Bank hereunder. Such Authorization shall survive the repayment of the
Loans and other Obligations and the termination of the Commitments.

          10.13 Counterparts.

                  This Agreement may be executed by different parties hereto on
any number of separate counterparts, each of which, when so executed and
delivered, shall be an original, and all such counterparts shall together
constitute one and the same instrument.

                                      -95-

<PAGE>

          10.14 Administrative Agent's or Bank's Consent.

                Whenever the Administrative Agent's or any Bank's consent is
required to be obtained under this Agreement or any of the other Loan Documents
as a condition to any action, inaction, condition or event, the Administrative
Agent and each Bank shall be authorized to give or withhold such consent in its
sole and absolute discretion and to condition its consent upon the giving of
additional collateral, the payment of money or any other matter.

          10.15 Exceptions.

                The representations, warranties and covenants contained herein
shall be independent of each other, and no exception to any representation,
warranty or covenant shall be deemed to be an exception to any other
representation, warranty or covenant contained herein unless expressly provided,
nor shall any such exceptions be deemed to permit any action or omission that
would be in contravention of applicable Law.

          10.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL.

                EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF THE SUPREME COURT OF NEW YORK COUNTY AND THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY AT
THE ADDRESSES PROVIDED FOR IN SECTION 10.6 AND SERVICE SO MADE SHALL BE DEEMED
TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY WAIVES ANY
OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS
PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND THE BANKS
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF
ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
THE COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.

          10.17 Tax Withholding Clause.

                Each Bank or assignee or participant of a Bank that is not
incorporated under the Laws of the United States of America or a state thereof
(and, upon the written request of the Administrative Agent, each other Bank or
assignee or participant of a Bank) agrees that it will deliver to each of the
Borrower and the Administrative Agent two (2) duly completed appropriate valid
Withholding Certificates (as defined under (S) 1.1441-1(c)(16) of the Income Tax
Regulations (the "Regulations")) certifying its status (i.e. U.S. or foreign
person) and, if appropriate, making a claim of reduced, or exemption from, U.S.
withholding tax on the basis of an income tax treaty or an exemption provided by
the Internal Revenue Code. The term

                                      -96-

<PAGE>

"Withholding Certificate" means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form
W-8IMY and the related statements and certifications as required under (S)
1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in (S)
1.871-14(c)(2)(v) of the Regulations; or any other certificates under the
Internal Revenue Code or Regulations that certify or establish the status of a
payee or beneficial owner as a U.S. or foreign person. Each Bank, assignee or
participant required to deliver to the Borrower and the Administrative Agent a
Withholding Certificate pursuant to the preceding sentence shall deliver such
valid Withholding Certificate as follows: (A) each Bank which is a party hereto
on the Closing Date shall deliver such valid Withholding Certificate at least
five (5) Business Days prior to the first date on which any interest or fees are
payable by the Borrower hereunder for the account of such Bank; (B) each
assignee or participant shall deliver such valid Withholding Certificate at
least five (5) Business Days before the effective date of such assignment or
participation (unless the Administrative Agent in its sole discretion shall
permit such assignee or participant to deliver such valid Withholding
Certificate less than five (5) Business Days before such date in which case it
shall be due on the date specified by the Administrative Agent). Each Bank,
assignee or participant which so delivers a valid Withholding Certificate
further undertakes to deliver to each of the Borrower and the Administrative
Agent two (2) additional copies of such Withholding Certificate (or a successor
form) on or before the date that such Withholding Certificate expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent Withholding Certificate so delivered by it, and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by the Borrower
or the Administrative Agent. Notwithstanding the submission of a Withholding
Certificate claiming a reduced rate of or exemption from U.S. withholding tax,
the Administrative Agent shall be entitled to withhold United States federal
income taxes at the full 30% withholding rate if in its reasonable judgment it
is required to do so under the due diligence requirements imposed upon a
withholding agent under (S) 1.1441-7(b) of the Regulations. Further, the Agent
is indemnified under (S) 1.1461-1(e) of the Regulations against any claims and
demands of any Bank or assignee or participant of a Bank for the amount of any
tax it deducts and withholds in accordance with regulations under (S) 1441 of
the Internal Revenue Code.

     10.18  Joinder of Guarantors.

            Any Subsidiary of the Borrower which is required to join this
Agreement as a Guarantor pursuant to Section 7.2.9 [Subsidiaries, Partnerships
and Joint Ventures] shall execute and deliver to the Administrative Agent (i) a
Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1)
pursuant to which it shall join as a Guarantor each of the documents to which
the Guarantors are parties; and (ii) documents in the forms described in Section
6.1 [First Loans] modified as appropriate to relate to such Subsidiary. The Loan
Parties shall deliver such Guarantor Joinder and related documents to the
Administrative Agent at such times as required under Section 7.2.3 [Guaranties]
if the Subsidiary is acquired in a Permitted Acquisition and within five (5)
Business Days after the date of the filing of such Subsidiary's articles of
incorporation if the Subsidiary is a corporation, the date of the filing of its
certificate of limited partnership if it is a limited partnership or the date of
its organization if it is an entity other than a limited partnership or
corporation if such Subsidiary is formed by the Loan Parties and is not acquired
in a Permitted Acquisition.

                                      -97-

<PAGE>

     10.19  Syndication Agent, Documentation Agents and Co-Agent.

            The Syndication Agent, Documentation Agents and Co-Agent each shall
have no powers, duties or responsibilities in such capacities under this
Agreement.

     10.20  Additional Bank.

            A new bank which is to become a party to this Agreement pursuant to
Section 2.12.3 (each an "Additional Bank') shall execute and deliver to Agent a
Bank Joinder to this Agreement in substantially the form attached hereto as
Exhibit 1.1(B). Upon execution and delivery of a Bank Joinder, such Additional
Bank shall be a party hereto and a Bank under each of the Loan Documents for all
purposes, and the Borrower shall repay all Loans outstanding on such date
(subject to its indemnity obligation under Section 4.5.2(i)[Indemnity] and may
reborrow on the same day according to the Ratable Shares of the Banks after
giving effect to such Bank Joinder. Schedule 1.1(B) shall be amended and
restated on the date of such Bank Joinder to read as set forth on the attachment
to such Bank Joinder. Simultaneously with the execution and delivery of such
Bank Joinder, Borrower shall execute a Revolving Credit Note, and deliver it to
such Additional Bank.

            10.20.1.    Payoff Under Prior Credit Agreement.

                  The Loan Parties and each of the Banks that are parties hereto
and are also parties to the Prior Credit Agreement each hereby confirm and agree
that the Borrower is, on the date hereof, repaying all loans and other
obligations under the Prior Credit Agreement (except that the letters of credit
issued thereunder shall be Letters of Credit hereunder as provided in Section
2.10.1) and that such Prior Credit Agreement and the other Loan Documents and
all commitments thereunder are terminated effective on the date hereof.

                                      -98-

<PAGE>

                  [SIGNATURE PAGE 1 OF 15 TO CREDIT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.

                                             BORROWER:

                                             KPMG CONSULTING, INC.

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             GUARANTORS:

                                             KPMG CONSULTING, LLC

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             KPMG CONSULTING ISRAEL, LLC

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             SOFTLINE ACQUISITION CORP.

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             KPMG CONSULTING GLOBAL OPERATIONS,
                                             INC.

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:

                                      -99-

<PAGE>

                  [SIGNATURE PAGE 2 OF 15 TO CREDIT AGREEMENT]

                                             SOFTLINE CONSULTING &
                                             INTEGRATORS, INC.

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             I2 MIDATLANTIC LLC

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             I2 NORTHWEST LLC

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             OAD ACQUISITION CORP.

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             KPMG ENTERPRISE INTEGRATION
                                             SERVICES LLC

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             KCIN CAPITAL LLC

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:

                                      -100-

<PAGE>

                  [SIGNATURE PAGE 3 OF 15 TO CREDIT AGREEMENT]

                                             OAD GROUP, INC.

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             METRIUS, INC.

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             PEATMARWICK, INC.

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             KPMG ENTERPRISE HOLDINGS LLC

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             GLOBAL CONSULTING DE, LLC

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:


                                             KPMG CONSULTING INTERNATIONAL, INC.

                                             By:__________________________(SEAL)
                                                Name:
                                                Title:

                                      -101-

<PAGE>

                  [SIGNATURE PAGE 4 OF 15 TO CREDIT AGREEMENT]


                                          KPMG SOUTH PACIFIC, LLC

                                          By:_____________________________(SEAL)
                                             Name:
                                             Title:


                                          KPMG CONSULTING AMERICAS, INC.

                                          By:_____________________________(SEAL)
                                             Name:
                                             Title:


                                          BARENTS GROUP, L.L.C.

                                          By:_____________________________(SEAL)
                                             Name:
                                             Title:


                                          PELOTON HOLDINGS, L.L.C.

                                          By:_____________________________(SEAL)
                                             Name:
                                             Title:

                                     -102-

<PAGE>

                  [SIGNATURE PAGE 5 OF 15 TO CREDIT AGREEMENT]


                                          BARENTS EUROPEAN HOLDINGS, L.L.C.

                                          By:_____________________________(SEAL)
                                             Name:
                                             Title:


                                          K CONSULTING SOUTHEAST ASIA, L.L.C.

                                          By:_____________________________(SEAL)
                                             Name:
                                             Title:


                                          BARENTS GROUP RUSSIA, L.L.C.

                                          By:_____________________________(SEAL)
                                             Name:
                                             Title:

                                     -103-

<PAGE>

                  [SIGNATURE PAGE 6 OF 15 TO CREDIT AGREEMENT]


                                        PNC BANK, NATIONAL ASSOCIATION,
                                        individually and as Administrative Agent

                                        By:_____________________________________
                                        Title:__________________________________

                                      -1-

<PAGE>

                  [SIGNATURE PAGE 7 OF 15 TO CREDIT AGREEMENT]


                                         JPMORGAN CHASE BANK
                                         individually and as Documentation Agent


                                         By:____________________________________
                                         Title:_________________________________

                                      -1-

<PAGE>

                  [SIGNATURE PAGE 8 OF 15 TO CREDIT AGREEMENT]


                                          BARCLAYS BANK PLC, individually and as
                                          Syndication Agent


                                          By:___________________________________
                                          Title:________________________________

                                      -1-

<PAGE>

                  [SIGNATURE PAGE 9 OF 15 TO CREDIT AGREEMENT]


                                          SOCIETE GENERALE


                                          By:___________________________________
                                          Title:________________________________

                                      -1-

<PAGE>

                  [SIGNATURE PAGE 10 OF 15 TO CREDIT AGREEMENT]


                                          SUNTRUST BANK, individually and as the
                                          Co-Agent


                                          By:___________________________________
                                          Title:________________________________

                                      -1-

<PAGE>

                  [SIGNATURE PAGE 11 OF 15 TO CREDIT AGREEMENT]


                                      BANK OF AMERICA, N.A., individually and as
                                      Documentation Agent


                                      By:_______________________________________
                                      Title:____________________________________

                                      -1-

<PAGE>

                  [SIGNATURE PAGE 12 OF 15 TO CREDIT AGREEMENT]


                                      THE NORTHERN TRUST COMPANY


                                      By:_______________________________________
                                      Title:____________________________________

                                      -1-

<PAGE>

                  [SIGNATURE PAGE 13 OF 15 TO CREDIT AGREEMENT]


                                      WESTPAC BANKING CORPORATION


                                      By:_______________________________________
                                      Title:____________________________________

                                      -1-

<PAGE>

                  [SIGNATURE PAGE 14 OF 15 TO CREDIT AGREEMENT]


                                      MELLON BANK, N.A.


                                      By:_______________________________________
                                      Title:____________________________________

                                       -1-

<PAGE>

                  [SIGNATURE PAGE 15 OF 15 TO CREDIT AGREEMENT]


                                      CITIBANK, N.A., individually and as
                                      Documentation Agent


                                      By:_______________________________________
                                      Title:____________________________________

<PAGE>

                                 SCHEDULE 1.1(A)

                VARIABLE PRICING AND FEES BASED ON LEVERAGE RATIO

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                    Revolving Credit    Revolving Credit    Revolving Credit
 Level                               Commitment Fee     Euro Rate Spread    Base Rate Spread
 -----        Leverage Ratio         --------------     ----------------    ----------------
-----------------------------------------------------------------------------------------------
 <S>       <C>                       <C>                <C>                 <C>
   I       Less than 1.0 to 1.0          .200%                .875%                0%
-----------------------------------------------------------------------------------------------


           Greater than or equal
          to 1.0 to 1.0 but less
   II         than 1.5 to 1.0            .225%               1.125%                0%
-----------------------------------------------------------------------------------------------


           Greater than or equal
          to 1.5 to 1.0 but less
  III         than 2.0 to 1.0            .250%               1.375%                0%
-----------------------------------------------------------------------------------------------



           Greater than or equal
   IV          to 2.0 to 1.0             .275%               1.625%                0%
-----------------------------------------------------------------------------------------------
</TABLE>

     For purposes of determining the Applicable Margin and the Applicable
Commitment Fee Rate:

     (a)  The Applicable Margin and the Applicable Commitment Fee Rate shall be
as set forth in Level I on the Closing Date and until subsequently adjusted
under Paragraph (b) below.

     (b)  The Applicable Margin and the Applicable Commitment Fee Rate shall
be recomputed (i) on the date of each Permitted Acquisition based on the
Leverage Ratio in effect on such date after giving effect to such Permitted
Acquisition as reported on the Acquisition Compliance Certificate and any
increase or decrease in the Applicable Margin or the Applicable Commitment Fee
Rate shall be effective on the date of such Permitted Acquisition, and (ii) as
of the end of each fiscal quarter ending after the Closing Date based on the
Leverage Ratio as of such quarter end and any increase or decrease in the
Applicable Margin or the Applicable Commitment Fee Rate computed as of a quarter
end shall be effective on the date on which the Compliance Certificate
evidencing such computation is due to be delivered under Section 7.3.3.

                              SCHEDULE 1.1(A) - 1

<PAGE>

                                 SCHEDULE 1.1(B)

Part 1 - Commitments of Banks and Addresses for Notices to Banks
----------------------------------------------------------------

                                         Amount of
                                         ---------
                                      Commitment for
                                      --------------
                                      Revolving Credit           Ratable Share
                                      ----------------           -------------
          Bank                            Loans
          ----                            -----

PNC Bank, National Association
 Two Tower Center
East Brunswick, NJ 08816
Attn:  Michael Richards
Telephone: (732) 220-3228               $36,000,000
Telecopy:  (732) 220-3231                                          14.40%

Bank Of America, N.A.
101 N. Tryon Street,
NC-001-15-01
Charlotte, NC 28255
Attn: Robert Mauriello
Telephone: 704-386-9134
Telecopy:  704-409-0064                 $36,000,000                14.40%

Barclays Bank PLC
222 Broadway
New York, NY  10038
Attn:  Aiden Williamson
Telephone: 212-412-1177
Telecopy:  212-412-1075                 $36,000,000                14.40%

Citibank, N.A.
399 Park Avenue
New York, NY 10043
Attn: William Martens
Telephone: 212-816-5411
Telecopy:  212-816-5711                 $36,000,000                14.40%

JPMorgan Chase Bank
999 Broad Street
Bridgeport, CT  06604
Attn: Alan Aria
Telephone: 203-382-5304
Telecopy:  203-382-6314                 $36,000,000                14.40%

                              SCHEDULE 1.1(B) - 1

<PAGE>

Suntrust Bank
711 Fifth Avenue - 16th Floor
New York, NY  10022
Attn:  Keith Hubbard
Telephone: 212-583-2612
Telecopy:  212-583-2612                $ 20,000,000                 8.00%

Mellon Bank, N.A.
Loan Products Department
1735 Market Street, 7th Floor
Philadelphia PA 19103J.
Attn:  Wade Bell
Telephone: 215-553-3875
Telecopy:  215-553-4899                $ 15,000,000                 6.00%

Societe Generale
2001 Ross Avenue (#4800)
Dallas, TX 75201
Attn: Kimberly Metzger
Telephone: 415-646-7260
Telecopy:                              $ 15,000,000                 6.00%

Westpac Banking Corporation
575 Fifth Avenue - 39th Floor
New York, NY  10017
Attn: Lisa Porter
Telephone: 212-551-1810
Telecopy:  212-551-1995                $ 15,000,000                 6.00%

The Northern Trust Company
50 South LaSalle Street,
Floor B-11
Chicago, IL  60675
Attn: Eric Strickland
Telephone: 312-444-5602
Telecopy:  312-444-5055                $  5,000,000                 2.00%


Total                                  $250,000,000               100.00%
                                       ============               =======

                              SCHEDULE 1.1(B) - 2

<PAGE>

                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

Part 2 - Addresses for Notices to Agent, Borrower, and Guarantors:


ADMINISTRATIVE AGENT

Name: PNC Bank, National Association
Address: Two Tower Center
East Brunswick, NJ  08816
Attention: Michael Richards
Telephone: (732) 220-3228
Telecopy:  (732) 220-3231


BORROWER:

Name:KPMG Consulting, Inc.
Address:3 Chestnut Ridge Road
Montvale, NJ  07645
Attention:Patrick Kinzler
Telephone: (201) 263-2916
Telecopy:  (201) 263-2951

With copies to:

David R. Schwiesow, Associate General Counsel
KPMG Consulting, Inc.
1676 International Drive
McLean, Virginia 22102
Telephone: 703-747-3496
Telecopy:  703-737-8075


GUARANTORS:

C/o KPMG Consulting LLC
Address:3 Chestnut Ridge Road
Montvale, NJ  07645
Attention:Patrick Kinzler
Telephone: (201) 263-2916
Telecopy:  (201) 263-2951

With copies to:

David R. Schwiesow, Associate General Counsel
KPMG Consulting, Inc.

                              SCHEDULE 1.1(B) - 3

<PAGE>

1676 International Drive
McLean, Virginia 22102
Telephone: 703-747-3496
Telecopy:  703-737-8075

                              SCHEDULE 1.1(B) - 4